Common use of Subsidiaries Clause in Contracts

Subsidiaries. (a) The Schedule of Exceptions sets forth the name and state or jurisdiction of incorporation of each of its Subsidiaries. Each of such Subsidiaries (i) is a corporation or other business entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (ii) has full corporate power and authority and all necessary government approvals to own, lease and operate its properties and assets and to conduct its business as presently conducted and (iii) is duly qualified or licensed to do business as a foreign corporation and is in good standing in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its business makes such qualification or licensing necessary except where failure to be so qualified or licensed would not have, individually or in the aggregate, a Material Adverse Effect. The Company has furnished or made available to the Company true and complete copies of the certificate of incorporation, bylaws or comparable organizational documents of each of its Subsidiaries, each as amended to date. Such organizational documents are in full force and effect, and no such Subsidiary is in violation of any provision therein. (b) The Company owns beneficially, directly or indirectly, all of the issued and outstanding capital stock or other securities of each such Subsidiary and, except as set forth in the Schedule of Exceptions, does not own an equity interest in any other corporation, partnership or entity, other than in such Subsidiaries. Each outstanding share of capital stock or other securities of each such Subsidiary is duly authorized, validly issued, fully paid and nonassessable (or the foreign equivalent for foreign Subsidiaries) and each such share or other equity interest owned by the Company or one of its Subsidiaries is free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on the Company's or such other Subsidiary's voting rights, charges and other encumbrances of any nature whatsoever.

Subsidiaries. (a) The Schedule of Exceptions sets forth the name and state or jurisdiction of incorporation of each of its Subsidiaries. Each of such Subsidiaries the Company’s “subsidiaries” (ifor purposes of this Agreement, as defined in Rule 405 under the Securities Act) is a corporation has been duly incorporated or other business entity duly organized, as the case may be, and is validly existing and as a corporation, partnership or limited liability company, as applicable, in good standing under the laws of the jurisdiction of its organization, (ii) incorporation or organization and has full corporate the power and authority and all necessary government approvals (corporate or other) to own, lease and operate its properties and assets and to conduct its business as presently conducted described in the Registration Statement and (iii) the Prospectus. Each of the Company’s subsidiaries is duly qualified or licensed to do business as a foreign corporation corporation, partnership or limited liability company, as applicable, to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the character of the properties owned, leased or operated by it or the nature of its business makes such qualification or licensing necessary except where failure to be so qualified or licensed qualify would not have, individually or result in the aggregate, a Material Adverse EffectChange. The Company has furnished or made available to the Company true and complete copies of the certificate of incorporation, bylaws or comparable organizational documents of each of its Subsidiaries, each as amended to date. Such organizational documents are in full force and effect, and no such Subsidiary is in violation of any provision therein. (b) The Company owns beneficially, directly or indirectly, all All of the issued and outstanding capital stock or other securities equity or ownership interests of each such Subsidiary andof the Company’s subsidiaries have been duly authorized and validly issued, except as set forth in are fully paid and nonassessable and are owned by the Schedule Company, directly or through subsidiaries, free and clear of Exceptionsany security interest, does not own an mortgage, pledge, lien, encumbrance or adverse claim. None of the outstanding capital stock or equity interest in any other subsidiary was issued in violation of preemptive or similar rights of any security holder of such subsidiary. The constitutive or organizational documents of each of the subsidiaries comply in all material respects with the requirements of applicable laws of its jurisdiction of incorporation or organization and are in full force and effect. The Company does not own or control, directly or indirectly, any corporation, partnership association or entity, other entity other than the subsidiaries listed in such Subsidiaries. Each outstanding share of capital stock or other securities of each such Subsidiary is duly authorized, validly issued, fully paid and nonassessable (or the foreign equivalent for foreign Subsidiaries) and each such share or other equity interest owned by the Company or one of its Subsidiaries is free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on Exhibit 21.1 to the Company's or such other Subsidiary's voting rights, charges and other encumbrances of any nature whatsoever’s most recent Annual Report on Form 10-K filed with the Commission.

Subsidiaries. Except as set forth in Section 3.02 of the Company Disclosure Schedule, the Company has no Subsidiaries (as defined in Article X) and neither the Company nor any Subsidiary has any equity investment or other interest in, nor has the Company or any Subsidiary made advances or loans to (other than for customary credit extended to customers of the Company in the Ordinary Course of Business (as defined in Article X) and reflected in the Financial Statements (as defined in Section 3.08)), any corporation, association, partnership, joint venture or other entity. Section 3.02 of the Company Disclosure Schedule sets forth (a) The Schedule of Exceptions sets forth the name and state authorized capital stock or jurisdiction of incorporation other equity interests of each direct and indirect Subsidiary of its the Company and the percentage of the outstanding capital stock or other equity interests of each Subsidiary directly or indirectly owned by the Company, and (b) the nature and amount of any such equity investment, other interest or advance. All of such shares of capital stock or other equity interests of Subsidiaries directly or indirectly held by the Company have been duly authorized and validly issued and are outstanding, fully paid and nonassessable. The Company directly, or indirectly through wholly owned Subsidiaries, owns all such shares of capital stock or other equity interests of the direct or indirect Subsidiaries free and clear of all Encumbrances (as defined in Article X). Each of such Subsidiaries (i) Subsidiary is a corporation or other business entity duly organized, validly existing and in good standing under the laws Laws of its state or jurisdiction of incorporation (as listed in Section 3.02 of the jurisdiction of its organizationCompany Disclosure Schedule), (ii) and has the full and unrestricted corporate power and authority and all necessary government approvals to own, operate and lease and operate its properties and assets Assets and to conduct carry on its business as presently conducted and (iii) currently conducted. Each Subsidiary is duly qualified or licensed to do conduct business as a foreign corporation and is in good standing in each jurisdiction where the states, countries and territories listed in Section 3.02 of the Company Disclosure Schedule. The Subsidiaries are not qualified to conduct business in any other jurisdictions, and neither the nature of their businesses nor the character of the properties Assets owned, leased or operated otherwise held by it or the nature of its business them makes any such qualification or licensing necessary necessary, except where failure to be so qualified or licensed the absence of such qualification as a foreign corporation would not have, individually or in the aggregate, have a Company Material Adverse Effect. The Company has furnished or made available to the Company true and complete copies of the certificate of incorporation, bylaws or comparable organizational documents of each of its Subsidiaries, each as amended to date. Such organizational documents are in full force and effect, and no such Subsidiary is in violation of any provision therein. (b) The Company owns beneficially, directly or indirectly, all of the issued and outstanding capital stock or other securities of each such Subsidiary and, except as set forth in the Schedule of Exceptions, does not own an equity interest in any other corporation, partnership or entity, other than in such Subsidiaries. Each outstanding share of capital stock or other securities of each such Subsidiary is duly authorized, validly issued, fully paid and nonassessable (or the foreign equivalent for foreign Subsidiaries) and each such share or other equity interest owned by the Company or one of its Subsidiaries is free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on the Company's or such other Subsidiary's voting rights, charges and other encumbrances of any nature whatsoever.

Subsidiaries. (a) The Schedule of Exceptions sets forth the name Attached hereto as DL 3.6 is a true and state or jurisdiction of incorporation complete list of each subsidiary of its the Corporation (the "Subsidiaries. Each "), and except as set forth on DL 3.6, each of such the Subsidiaries (i) is duly incorporated and validly existing as a corporation or other business entity duly organized, validly existing and in good standing under the laws of the its jurisdiction of its organizationincorporation, (ii) has with full corporate power and authority and all necessary government approvals to own, lease and operate its properties and assets and to conduct its business as presently it is now conducted and (iii) to own the properties and assets it now owns. Except as set forth in DL 3.6, each of the Subsidiaries is duly qualified or licensed to do business as a foreign corporation and is in good standing in each jurisdiction every jurisdiction, both domestic and foreign, where the character of the properties owned, property owned or leased or operated by it or the nature of its business activities makes such qualification or licensing necessary necessary, except where the failure to be so qualified or licensed would is not have, individually or in the aggregate, reasonably likely to have a Material Adverse Effect. The Company has furnished or made available to Effect on the Company true Corporation and complete copies of the certificate of incorporation, bylaws or comparable organizational documents of each of its Subsidiaries, each taken as amended to datea whole. Such organizational documents All Subsidiaries are in full force and effect, and no such Subsidiary is in violation of any provision therein. (b) The Company owns beneficiallywholly owned, directly or indirectly, all of by the issued and outstanding capital stock Corporation. Except for the Subsidiaries or as set forth in DL 3.6, the Corporation does not own, directly or indirectly, securities or other securities of each such Subsidiary and, ownership interests in any other entity and except as set forth in DL 3.6, neither the Schedule of Exceptions, does not own an equity interest in Corporation nor any other corporation, partnership or entity, other than in such Subsidiaries. Each outstanding share of capital stock or other securities of each such Subsidiary is duly authorized, validly issued, fully paid and nonassessable (or the foreign equivalent for foreign Subsidiaries) and each such share or other equity interest owned by the Company or one of its Subsidiaries is subject to any obligation or requirement to provide funds for or to make any investment (in the form of a loan, capital contribution or otherwise) to or in any entity other than a Subsidiary. All of the shares of capital stock of the Subsidiaries have been duly authorized and validly issued, are fully paid and nonassessable, are not subject to, nor were they issued in violation of, any preemptive rights, and are owned, directly or indirectly, by the Corporation free and clear of all security interestsEncumbrances, liensoptions or claims whatsoever. No shares of capital stock of any of the Subsidiaries are reserved for issuance and there are no outstanding or authorized options, claimswarrants, pledgesrights, optionssubscriptions, claims of any character, agreements, obligations, rights of first refusalredemption, agreementsconvertible or exchangeable securities, limitations on or other commitments, contingent or otherwise, relating to the Company's or such other Subsidiary's voting rights, charges and other encumbrances capital stock of any nature whatsoeverSubsidiary, pursuant to which such Subsidiary is or may become obligated to issue any shares of capital stock of such Subsidiary or any securities convertible into, exchangeable for, or evidenced in the right to subscribe for, any shares of such Subsidiary. Except as set forth in DL 3.6(ii), there are no restrictions of any kind which prevent the payment of dividends by any of the Subsidiaries.

Subsidiaries. Each of the Company’s direct and indirect subsidiaries (aeach a “Subsidiary” and collectively, the “Subsidiaries”) The has been identified on Schedule of Exceptions sets forth the name and state or jurisdiction of incorporation of each of its SubsidiariesE hereto. Each of such the Subsidiaries (i) has been duly formed, is a corporation or other business entity duly organized, validly existing under the laws of Hong Kong and in good standing under the laws of the jurisdiction of its organizationincorporation, (ii) has full corporate power and authority and all necessary government approvals (corporate or otherwise) to own, lease and operate own its properties and assets property and to conduct its business as presently conducted described in the Registration Statement, the Disclosure Package, the Prospectus, and (iii) is duly qualified or licensed to do transact business as a foreign corporation and is in good standing in each jurisdiction where in which the character of the properties owned, leased or operated by it or the nature conduct of its business makes or its ownership or leasing of property requires such qualification or licensing necessary qualification, except where to the extent that the failure to be so qualified or licensed be in good standing would not have, individually or result in the aggregate, a Material Adverse Effect. The Company has furnished or made available to Change on the Company true and complete copies its Subsidiaries, taken as a whole. Except as otherwise disclosed in the Registration Statement, the Disclosure Package and the Prospectus, all of the certificate equity interests of incorporationeach Subsidiary have been duly and validly authorized and issued, bylaws are owned or comparable controlled directly or indirectly by the Company, are fully paid in accordance with its memorandum and articles of association or charter documents and non-assessable and are free and clear of all liens, encumbrances, equities or claims. None of the outstanding share capital or equity interest in any Subsidiary was issued in violation of preemptive or similar rights of any security holder of such Subsidiary. All of the constitutive or organizational documents of each of the Subsidiaries comply with the requirements of applicable laws of its Subsidiaries, each as amended to date. Such organizational documents jurisdiction of incorporation or organization and are in full force and effect. Apart from the Subsidiaries, and the Company has no such Subsidiary is in violation of direct or indirect subsidiaries or any provision therein. (b) The other company over which it has direct or indirect effective control. Other than the Subsidiaries, the Company owns beneficially, does not directly or indirectly, all indirectly control any entity through contractual arrangements or otherwise such that the entity would be deemed a consolidated affiliated entity whose financial results would be consolidated under U.S. GAAP with the financial results of the issued and outstanding capital stock or other securities Company on the consolidated financial statements of each such Subsidiary andthe Company, except as set forth in the Schedule regardless of Exceptions, does not own an equity interest in any other corporation, partnership or entity, other than in such Subsidiaries. Each outstanding share of capital stock or other securities of each such Subsidiary is duly authorized, validly issued, fully paid and nonassessable (or the foreign equivalent for foreign Subsidiaries) and each such share or other equity interest owned by whether the Company directly or one indirectly owns less than a majority of its Subsidiaries is free and clear the equity interests of all security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on the Company's or such other Subsidiary's voting rights, charges and other encumbrances of any nature whatsoeverperson.

Subsidiaries. (a) The Schedule of Exceptions sets forth the name and state or jurisdiction of incorporation of each of its Subsidiaries. Each of such the Subsidiaries (i) is a corporation has been duly incorporated or other business entity duly organized, as the case may be, and is validly existing and as a corporation, partnership or limited liability company, as applicable, in good standing under the laws of the jurisdiction of its organization, (ii) incorporation or organization and has full corporate the power and authority and all necessary government approvals (corporate or other) to own, lease and operate its properties and assets and to conduct its business as presently conducted described in the Registration Statement, the Pricing Disclosure Package and (iii) the Prospectus. Each of the Company’s Subsidiaries is duly qualified or licensed to do business as a foreign corporation corporation, partnership limited liability company or similar corporate entity, as applicable, to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the character of the properties owned, leased or operated by it or the nature of its business makes such qualification or licensing necessary except where failure to so qualify or be so qualified or licensed in good standing would not havereasonably be expected, individually or in the aggregate, to have a Material Adverse EffectChange. All of the issued and outstanding share capital or other equity or ownership interests of each of the Company’s Subsidiaries have been duly authorized and validly issued, are fully paid and nonassessable and are owned by the Company, directly or through Subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or adverse claim. None of the outstanding share capital or equity interest in any Subsidiary was issued in violation of pre-emptive or similar rights of any security holder of such Subsidiary. The Company has furnished constitutive or made available to the Company true and complete copies of the certificate of incorporation, bylaws or comparable organizational documents of each of the Subsidiaries comply in all material respects with the requirements of applicable laws of its Subsidiaries, each as amended to date. Such organizational documents jurisdiction of incorporation or organization and are in full force and effect, and no such Subsidiary is in violation of any provision therein. (b) . The Company owns beneficiallydoes not own or control, directly or indirectly, all of the issued and outstanding capital stock any corporation, association or other securities of each such Subsidiary and, except as entity other than the Subsidiaries set forth in Exhibit 21.1 to the Schedule of Exceptions, does not own an equity interest in any other corporation, partnership or entity, other than in such Subsidiaries. Each outstanding share of capital stock or other securities of each such Subsidiary is duly authorized, validly issued, fully paid and nonassessable (or the foreign equivalent for foreign Subsidiaries) and each such share or other equity interest owned by the Company or one of its Subsidiaries is free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on the Company's or such other Subsidiary's voting rights, charges and other encumbrances of any nature whatsoeverRegistration Statement.

Subsidiaries. Each Subsidiary (aincluding, without limitation, Holdings LLC) The Schedule of Exceptions sets forth the name has been duly incorporated or organized and state or jurisdiction of incorporation of each of its Subsidiaries. Each of such Subsidiaries (i) is a corporation or other business entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization, (ii) has full corporate with power and authority and all necessary government approvals (corporate or other) to own, lease and operate own its properties and assets and to conduct its business as presently conducted described in the Registration Statement, the General Disclosure Package and (iii) the Prospectus; and each Subsidiary is duly qualified or licensed to do business as a foreign corporation and is or organization in good standing in each jurisdiction where the character all other jurisdictions in which its ownership or lease of the properties owned, leased or operated by it property or the nature conduct of its business makes requires such qualification or licensing necessary qualification, except where the failure to be so qualified or licensed would not havenot, individually or in the aggregate, result in a Material Adverse Effect. The Company has furnished or made available to the Company true and complete copies of the certificate of incorporation, bylaws or comparable organizational documents of each of its Subsidiaries, each as amended to date. Such organizational documents are in full force and effect, and no such Subsidiary is in violation of any provision therein. (b) The Company owns beneficially, directly or indirectly, ; all of the issued and outstanding capital stock stock, partnership interests or other securities membership interests of each such Subsidiary andSubsidiary, except as set forth in including the Schedule outstanding LTIP Units of Exceptionsthe Operating Partnership, does not own an equity interest in any other corporation, partnership or entity, other than in such Subsidiaries. Each outstanding share of capital stock or other securities of each such Subsidiary has been duly authorized and validly issued and is duly authorized, validly issued, fully paid and nonassessable (except with respect to future contributions as provided in the operating agreement or limited partnership agreement (or similar organizational document) of the foreign equivalent for foreign Subsidiaries) applicable Subsidiary made subsequent to the date hereof); and each such share the capital stock, membership interest, limited partnership interest or other equity interest owned of each Subsidiary held by the Company Transaction Entities or one of its Subsidiaries a Subsidiary, as applicable, is held as set forth on Schedule E hereto. The Transaction Entities, directly or indirectly through their respective Subsidiaries, hold good and marketable title to their equity interests in their respective Subsidiaries, in each case free and clear of all any lien, encumbrance or security interestsinterest, liensexcept as described in the Registration Statement, claimsthe General Disclosure Package and the Prospectus, pledgessubject only to restrictions on transfer imposed under applicable U.S. federal and state securities laws and the limited liability company agreement, optionslimited partnership agreement or other organizational document of each Subsidiary; and have not conveyed, transferred, assigned, pledged or hypothecated any of their respective equity interests in their Subsidiaries, in whole or in part, or granted any rights, options or rights of first refusal, agreements, limitations on the Company's refusal or first offer to purchase any of such other Subsidiary's voting rights, charges and other encumbrances of interests or any nature whatsoeverportion thereof.

Subsidiaries. (a) The Schedule Section 4.4 of Exceptions the Company Disclosure Letter sets forth an accurate and complete list of the name and state or Company Subsidiaries, indicating for each such Subsidiary its respective jurisdiction of incorporation organization and amount and ownership of each of its Subsidiariesequity securities thereof issued and outstanding. Each of such Subsidiaries Company Subsidiary (i) is a corporation or other business an entity duly organized, validly existing and (where applicable) in good standing under the laws Laws of the its jurisdiction of its organization, (ii) has full corporate all requisite entity power and authority and all necessary government approvals to own, lease and operate its properties and assets and to conduct carry on its business as presently conducted now conducted, and (iii) is duly qualified or licensed to do business and (where applicable) is in good standing as a foreign corporation and is in good standing in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its business or the ownership, leasing or operation of its properties makes such qualification or licensing necessary except necessary, other than in such jurisdictions where the failure to be so qualified qualified, licensed or licensed in good standing has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company has furnished or made available to the Company true Parent accurate and complete copies of the certificate of incorporation, bylaws or comparable organizational documents of each of its Subsidiaries, each the Company Subsidiary Charter Documents as amended to datein effect on the date hereof. Such organizational documents The Company Subsidiary Charter Documents are in full force and effect, and no such Subsidiary is none of the Company Subsidiaries are in violation of the Company Subsidiary Charter Documents in any provision thereinmaterial respect. (b) The All of the outstanding capital stock or other voting securities of, or other ownership interests in, the Company owns beneficiallySubsidiaries is owned by the Company, directly or indirectly, all free and clear of any Liens or any other limitation or restriction (including on the issued and outstanding right to vote, sell or otherwise dispose of such capital stock or other voting securities or ownership interests, but excluding any such restriction on the right to sell or otherwise dispose of each such Subsidiary and, except capital stock or other voting securities under applicable securities Laws). Except as set forth in Section 4.4 of the Schedule of ExceptionsCompany Disclosure Letter, does not own an equity interest in any other corporationthere are no issued, partnership reserved for issuance or entity, other than in such Subsidiaries. Each outstanding share (i) shares of capital stock or other voting securities of each such Subsidiary is duly authorizedor ownership interests in any Company Subsidiary, validly issued, fully paid and nonassessable (or the foreign equivalent for foreign Subsidiariesii) and each such share or other equity interest owned by securities of the Company or one any Company Subsidiary convertible into or exchangeable or exercisable for shares of its Subsidiaries is free and clear capital stock or other voting securities of, or ownership interests in, any Company Subsidiary, (iii) warrants, calls, options or other rights to acquire from the Company or any Company Subsidiary, or other obligations of all security intereststhe Company or any Company Subsidiary to issue, liensany capital stock or other voting securities of, claimsor ownership interests in, pledgesor any securities convertible into or exchangeable or exercisable for any capital stock or other voting securities of, optionsor ownership interests in, any Company Subsidiary or (iv) restricted shares, stock appreciation rights, performance units, contingent value rights, “phantom” stock or similar securities or rights of first refusalthat are derivative of, agreementsor provide economic benefits based, limitations directly or indirectly, on the Company's value or such other Subsidiary's voting rights, charges and other encumbrances price of any nature whatsoevercapital stock or other voting securities of, or ownership interests in, any Company Subsidiary (the items in clauses (i) through (iv) of this Section 4.4(b), collectively, “Company Subsidiary Securities”). There are no outstanding contractual obligations of the Company or of any Company Subsidiary of any kind to redeem, purchase or otherwise acquire any Company Subsidiary Securities. (c) Except for the capital stock or other voting securities of, or ownership interests in, the Company Subsidiaries, the Company does not own, directly or indirectly, any capital stock or other voting securities of, or ownership interests in, any Person. (d) No former Subsidiary of the Company (other than the Company Subsidiaries) carried on any business, conducted any operations, held any assets or had any liabilities for which the Company or any Company Subsidiary is or would reasonably be expected to be liable.

Subsidiaries. (a) The Schedule Section 2.2(a) of Exceptions the GFI Disclosure Letter sets forth (i) each Subsidiary of GFI (individually, a “GFI Subsidiary” and collectively, the name “GFI Subsidiaries”), (ii) the number of authorized, allotted, issued and state or outstanding Securities of each GFI Subsidiary, (iii) each GFI Subsidiary’s jurisdiction of incorporation or organization and (iv) the location of each of its SubsidiariesGFI Subsidiary’s principal executive offices. Each of such Subsidiaries (i) GFI Subsidiary is a corporation or company limited by shares duly incorporated or a limited liability company, partnership or other business entity duly organized, organized and is validly existing and and, to the extent such concept or a similar concept exists in the relevant jurisdiction, in good standing under the laws of the jurisdiction of its incorporation or organization, (ii) as the case may be, and has full all requisite corporate or other power and authority and all necessary government approvals authority, as the case may be, to own, lease and operate its properties and assets and to conduct carry on its business in all material respects as presently conducted and (iii) currently conducted. Each GFI Subsidiary is duly qualified or licensed to do business as a foreign corporation and is in good standing in each jurisdiction where the character ownership, leasing or operation of the its properties owned, leased or operated by it assets or the nature conduct of its business makes requires such qualification or licensing necessary license, except where failure any failures to be so qualified or licensed would and in good standing do not have, individually or in the aggregate, constitute a Material Adverse Effect. The Company GFI has furnished delivered or made available to the Company true BGCP true, correct and complete copies of the certificate of incorporation, bylaws or comparable organizational documents Constituent Documents of each of its SubsidiariesGFI Subsidiary, each as amended to date. Such organizational documents are and in full force and effect, and no such Subsidiary is in violation effect on the date of any provision thereinthis Agreement. (b) The Company owns beneficiallyGFI is, directly or indirectly, the record and Beneficial Owner of all of the issued and outstanding capital stock or other securities Securities of each such Subsidiary andGFI Subsidiary, except as set forth in the Schedule free and clear of Exceptions, does not own an equity interest in any Liens and free of any other corporationlimitation or restriction (including any limitation or restriction on the right to vote, partnership sell, transfer or entityotherwise dispose of the Securities), other than than, in each case, any limitation or restriction imposed by any federal, state or foreign securities Laws. All of such Subsidiaries. Each outstanding share of capital stock or other securities of each such Subsidiary is Securities have been duly authorized, validly issued, fully paid and, where applicable, are non-assessable (and nonassessable no such Securities have been issued in violation of any preemptive or similar rights). Except for the Securities of the GFI Subsidiaries, GFI does not own, directly or indirectly, any Securities in any entity. (or c) The lenders under (i) the foreign equivalent for foreign SubsidiariesDebenture dated August 23, 2004 between GFI Holdings Limited and the other subsidiaries named therein and Bank of America, N.A., (ii) the Credit Agreement dated February 24, 2006 between GFI and each such share GFI Holdings Limited, as borrowers and the subsidiaries of the GFI named therein, as guarantors, and Bank of America, N.A., (iii) the Debenture, dated December 20, 2010 between GFI Markets Limited and Bank of America, N.A. and (iv) the Cross Guarantee and Debenture of Fenics Limited, dated March 11, 2000, in favor of GFInet Inc. are no longer entitled to any Liens or other equity interest owned by the Company or one of its Subsidiaries is free and clear of all security interests, liensincluding those disclosed in Section 2.2(b) of the GFI Disclosure Letter, claims, pledges, options, rights on any of first refusal, agreements, limitations on the Company's assets of GFI or its Subsidiaries. GFI shall file as promptly as practicable following the execution of this Agreement all necessary filings required by Law to reflect the satisfaction in full of such other Subsidiary's voting rights, charges and other encumbrances Liens disclosed in Section 2.2(b) of any nature whatsoeverthe GFI Disclosure Letter.

Subsidiaries. (ai) The Schedule of Exceptions CNB Financial’s Disclosure Letter sets forth with respect to each of CNB Financial’s Subsidiaries its name, its jurisdiction of incorporation, CNB Financial’s percentage ownership, the number of shares of stock owned or controlled by CNB Financial and the name and state or jurisdiction number of incorporation shares held by any other person who owns any stock of the Subsidiary. CNB Financial owns of record and beneficially all the capital stock of each of its Subsidiaries free and clear of any Liens. There are no contracts, commitments, agreements or understandings relating to CNB Financial’s right to vote or dispose of any equity securities of its Subsidiaries. CNB Financial’s ownership interest in each of its Subsidiaries is in compliance with all applicable laws, rules and regulations relating to equity investments by bank holding companies or national banking associations. (ii) Each of such CNB Financial’s Subsidiaries (i) is a corporation or other business entity duly organized, organized and validly existing and in good standing under the laws of the its jurisdiction of its organizationincorporation, (ii) has full all requisite corporate power and authority and all necessary government approvals to own, lease and operate its properties and assets and to conduct its the business as presently currently being conducted by it and (iii) is duly qualified or licensed to do business as a foreign corporation to transact business and is in good standing in each jurisdiction where in which the character of the properties owned, owned or leased or operated by it or the nature of its the business conducted by it makes such qualification or licensing necessary necessary, except where the failure to be so qualified or licensed and in good standing would not have, individually or in the aggregate, have a Material Adverse Effect. The Company has furnished or made available to the Company true and complete copies of the certificate of incorporation, bylaws or comparable organizational documents of each of its Subsidiaries, each as amended to date. Such organizational documents are in full force and effect, and no Effect on such Subsidiary is in violation of any provision thereinSubsidiary. (biii) The Company owns beneficially, directly or indirectly, all of the issued and outstanding capital stock or other securities of each such Subsidiary and, except as set forth in the Schedule of Exceptions, does not own an equity interest in any other corporation, partnership or entity, other than in such Subsidiaries. Each outstanding share shares of capital stock or other securities of each such Subsidiary is duly authorized, have been validly authorized and are validly issued, fully paid and nonassessable (nonassessable. No shares of capital stock of any Subsidiary of CNB Financial are or the foreign equivalent for foreign Subsidiaries) and each such share may be required to be issued by virtue of any options, warrants or other rights, no securities exist that are convertible into or exchangeable for shares of such capital stock or any other debt or equity interest owned security of any Subsidiary, and there are no contracts, commitments, agreements or understandings of any kind for the issuance of additional shares of capital stock or other debt or equity security of any Subsidiary or options, warrants or other rights with respect to such securities. (iv) No Subsidiary of CNB Financial other than Commonwealth National Bank is an “insured depository institution” as defined in the Federal Deposit Insurance Act, as amended, and the applicable regulations thereunder. Commonwealth National Bank’s deposits are insured by the Company or one FDIC to the fullest extent permitted by law. Commonwealth National Bank is a member in good standing of its Subsidiaries is free the Federal Home Loan Bank of Boston. Commonwealth National Bank engages only in activities (and clear holds properties only of all security interests, liens, claims, pledges, options, rights the types) permitted by the National Bank Act and the rules and regulations of first refusal, agreements, limitations on the Company's or such other Subsidiary's voting rights, charges and other encumbrances of any nature whatsoeverOCC promulgated thereunder.

Subsidiaries. (a) The Schedule of Exceptions 4.4 correctly sets forth the name names, the form of legal entity, the jurisdictions of organization of all Subsidiaries of Borrower as of the Restatement Date and state or jurisdiction of incorporation the identification by Borrower of each Consolidated Subsidiary, Significant Subsidiary, Guarantor Subsidiary, Foreign Subsidiary and Financial Subsidiary of its Subsidiariesthe Borrower, in each case as of the Restatement Date. Each As of the Restatement Date, unless otherwise indicated in Schedule 4.4, all of the outstanding shares of capital stock, or all of the units of equity interest, as the case may be, of each Subsidiary indicated thereon are owned of record and beneficially by Borrower or one of such Subsidiaries Subsidiaries, and all such shares or equity interests so owned were issued in compliance with all state and federal securities Laws and are duly authorized, validly issued, fully paid and non-assessable (iother than with respect to required capital contributions to any joint venture in accordance with customary terms and provisions of the related joint venture agreement), except where the failure to so comply would not constitute a Material Adverse Effect, and are free and clear of all Liens and Rights of Others, except for Permitted Encumbrances and Permitted Rights of Others. (b) Each Guarantor Subsidiary is a corporation or other business entity duly organized, validly existing and in good standing under the laws Laws of the its jurisdiction of its organization, (ii) has full corporate power and authority and all necessary government approvals to own, lease and operate its properties and assets and to conduct its business as presently conducted and (iii) is duly qualified or licensed to do business as a foreign corporation organization and is in good standing as such in each jurisdiction where in which the character of the properties owned, leased or operated by it or the nature conduct of its business or the ownership or leasing of its Properties makes such qualification or licensing necessary (except where the failure to be so duly qualified or licensed would and in good standing does not have, individually or in the aggregate, constitute a Material Adverse Effect. The Company ) and has furnished or made available all requisite power and authority to conduct its business, to own and lease its Properties and to execute, deliver and perform the Company true and complete copies of the certificate of incorporation, bylaws or comparable organizational documents of each of its Subsidiaries, each as amended Loan Documents to date. Such organizational documents are in full force and effect, and no such which it is a Party. (c) Each Guarantor Subsidiary is in violation of any provision therein. (b) The Company owns beneficiallysubstantial compliance with all Laws and other requirements applicable to its business and has obtained all Authorizations from, directly or indirectly, all of the issued and outstanding capital stock or other securities of each such Subsidiary and, except as set forth in the Schedule of Exceptions, does not own an equity interest in any other corporation, partnership or entity, other than in such Subsidiaries. Each outstanding share of capital stock or other securities of each such Subsidiary is duly authorized, validly issued, fully paid and nonassessable (or the foreign equivalent for foreign Subsidiaries) and each such share Significant Subsidiary has accomplished all filings, registrations, and qualifications with, or other equity interest owned by obtained exemptions from any of the Company or one foregoing from, any Governmental Agency that are necessary for the transaction of its Subsidiaries is free and clear of all security interestsbusiness, liensexcept where the failure so to obtain Authorizations, claimsor to comply with, pledgesfile, optionsregister, rights of first refusal, agreements, limitations on the Company's qualify or such other Subsidiary's voting rights, charges and other encumbrances of any nature whatsoeverobtain exemptions does not constitute a Material Adverse Effect.

Subsidiaries. (a) The Schedule Each Material Subsidiary of Exceptions sets forth the name and state or jurisdiction of incorporation of each of its Subsidiaries. Each of such Subsidiaries (i) is a corporation or other business entity Company has been duly organized, is validly existing and (where applicable) in good standing under the laws of the its jurisdiction of its organization, (ii) has full corporate power and authority and all necessary government approvals organizational powers required to own, lease and operate its properties and assets and to conduct carry on its business as presently conducted and (iii) is duly qualified or licensed to do business as a foreign corporation and is in good standing in each jurisdiction where the character of the properties ownednow conducted, leased or operated by it or the nature of its business makes such qualification or licensing necessary except where for any failure to be so qualified organized, existing and in good standing or licensed any failure to have such powers as would not have, individually or in the aggregate, a Company Material Adverse Effect. The Company has furnished or made available Each such Material Subsidiary is duly qualified to do business as a foreign entity and (where applicable) is in good standing in each jurisdiction where the Company true and complete copies of the certificate of incorporation, bylaws or comparable organizational documents of each conduct of its Subsidiariesbusiness in such jurisdiction, each as amended currently conducted, requires such qualification, except for those jurisdictions where failure to date. Such organizational documents are be so qualified or in full force and effectgood standing would not have, and no such Subsidiary is individually or in violation of any provision thereinthe aggregate, a Company Material Adverse Effect. (b) The All of the outstanding capital stock or other voting securities of, or ownership interests in, each Material Subsidiary of the Company owns beneficiallyis owned by the Company, directly or indirectly, all free and clear of any Lien other than Permitted Liens. There are no issued, reserved for issuance or outstanding Company Subsidiary Securities of such Material Subsidiary. There are no outstanding obligations of the issued and outstanding Company or any of its Material Subsidiaries to repurchase, redeem or otherwise acquire any of the Company Subsidiary Securities of such Material Subsidiaries. Except for the capital stock or other voting securities of each such Subsidiary andof, except as set forth in or ownership interests in, its Subsidiaries, the Schedule of Exceptions, Company does not own an equity interest in own, directly or indirectly, any other corporation, partnership or entity, other than in such Subsidiaries. Each outstanding share of material capital stock or other voting securities of each such Subsidiary is duly authorizedof, validly issuedor ownership interests in, fully paid and nonassessable (or the foreign equivalent for foreign Subsidiaries) and each such share or other equity interest owned by the Company or one of its Subsidiaries is free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on the Company's or such other Subsidiary's voting rights, charges and other encumbrances of any nature whatsoeverPerson.

Subsidiaries. (a) The Schedule of Exceptions sets forth the name and state or jurisdiction of incorporation of each of its Subsidiaries. Each of such the Subsidiaries (i) is a corporation has been duly incorporated or other business entity duly organized, as the case may be, and is validly existing and as a corporation, partnership or limited liability company, as applicable, in good standing under the laws of the jurisdiction of its organization, (ii) incorporation or organization and has full the corporate power and authority and all necessary government approvals capacity to own, lease and operate its properties and assets and to conduct its business as presently conducted described in the Registration Statement, the Pricing Disclosure Package and (iii) the Prospectus. Each of the Subsidiaries is duly qualified or licensed to do business as a foreign corporation corporation, partnership limited liability company or similar corporate entity, as applicable, to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the character of the properties owned, leased or operated by it or the nature of its business makes such qualification or licensing necessary except where failure to so qualify or be so qualified or licensed in good standing would not havereasonably be expected, individually or in the aggregate, to have a Material Adverse EffectChange. All of the issued and outstanding share capital or other equity or ownership interests of each of the Subsidiaries have been duly authorized and validly issued, are fully paid and nonassessable and are owned by the Company, directly or through Subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or adverse claim. None of the outstanding share capital or equity interest in any Subsidiary was issued in violation of preemptive or similar rights of any security holder of such subsidiary. The Company has furnished incorporation or made available to the Company true and complete copies of the certificate of incorporation, bylaws or comparable organizational documents of each of the Subsidiaries comply in all material respects with the requirements of applicable laws of its Subsidiaries, each as amended to date. Such organizational documents jurisdiction of incorporation or organization and are in full force and effect, and no such Subsidiary is in violation of any provision therein. (b) . The Company owns beneficiallydoes not own or control, directly or indirectly, all of the issued and outstanding capital stock any corporation, association or other securities of each such Subsidiary and, except as set forth in the Schedule of Exceptions, does not own an equity interest in any other corporation, partnership or entity, entity other than the subsidiaries listed in such Subsidiaries. Each outstanding share of capital stock or other securities of each such Subsidiary is duly authorized, validly issued, fully paid and nonassessable (or Exhibit 21.1 to the foreign equivalent for foreign Subsidiaries) and each such share or other equity interest owned by the Company or one of its Subsidiaries is free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on the Company's or such other Subsidiary's voting rights, charges and other encumbrances of any nature whatsoeverRegistration Statement.

Subsidiaries. (a) The Schedule of Exceptions Company Disclosure Letter sets forth the name and state or jurisdiction of incorporation of each of its SubsidiariesSubsidiary. Each of such the Subsidiaries (i) is a corporation or other business entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (ii) has full corporate power and authority and all necessary government approvals to own, lease and operate its properties and assets and to conduct its business as presently conducted and (iii) is duly qualified or licensed to do business as a foreign corporation and is in good standing in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its business makes such qualification or licensing necessary except where failure to be so qualified or licensed would not havenot, individually or in the aggregate, have a Company Material Adverse Effect. The Company has furnished or made available to the Company Parent true and complete copies of the certificate of incorporation, bylaws or comparable organizational documents of each of its SubsidiariesSubsidiary, each as amended to date. Such organizational documents are in full force and effect, and no such Subsidiary is in violation of any provision therein. (b) The Company owns beneficially, directly or indirectly, beneficially and of record all of the issued and outstanding capital stock or other securities of each such Subsidiary and, except as set forth in the Schedule of Exceptions, and does not own an equity interest in any other corporation, partnership or entity, other than in such the Subsidiaries. Each outstanding share of capital stock or other securities of each such Subsidiary is duly authorized, validly issued, fully paid and nonassessable (or the foreign equivalent for foreign Subsidiaries) and each such share or other equity interest owned by the Company or one of its Subsidiaries another Subsidiary is free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on the Company's or such other Subsidiary's voting rights, charges and other encumbrances of any nature whatsoever.

Subsidiaries. (a) The Schedule Each Subsidiary of Exceptions sets forth the name and state or jurisdiction of incorporation of each of its Subsidiaries. Each of such Subsidiaries (i) is a corporation or other business entity Company has been duly organized, is validly existing and (where applicable) in good standing under the laws Laws of the its jurisdiction of its organization, (ii) organization and has full corporate power and authority all organizational powers and all necessary government governmental licenses, authorizations, permits, consents and approvals required to own, lease and operate its assets and properties and assets and to conduct carry on its business as presently conducted now conducted, except for those licenses, authorizations, permits, consents and (iii) is duly qualified or licensed to do business as a foreign corporation and is in good standing in each jurisdiction where approvals the character absence of the properties owned, leased or operated by it or the nature of its business makes such qualification or licensing necessary except where failure to be so qualified or licensed which would not have or reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company has furnished or made available to the Company true and complete copies of the certificate of incorporation, bylaws or comparable organizational documents of each of its Subsidiaries, each as amended to date. Such organizational documents are in full force and effect, and no Each such Subsidiary is duly qualified to do business as a foreign entity and (where applicable) is in violation good standing in each jurisdiction where such qualification is necessary, except for those jurisdictions where failure to be so qualified or in good standing would not have or reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. All Subsidiaries of any provision thereinthe Company and their respective jurisdictions of organization are set forth in Section 3.06(a) of the Company Letter. (b) The Except as set forth in Section 3.06(b) of the Company owns beneficially, directly or indirectlyLetter, all of the issued and outstanding shares in the share capital stock or other voting securities of, or ownership interests in, each Subsidiary of each such Subsidiary and, except as set forth in the Schedule of Exceptions, does not own an equity interest in any other corporation, partnership or entity, other than in such Subsidiaries. Each outstanding share of capital stock or other securities of each such Subsidiary is Company have been duly authorized, validly issued, fully paid and nonassessable (and free of preemptive rights and are owned by the Company, directly or the foreign equivalent indirectly, free and clear of any Lien. Except for foreign Subsidiaries) and each such share or other equity interest securities owned by the Company or one of its Subsidiaries, there are no issued, reserved for issuance or outstanding (i) shares of capital stock of, or other voting securities or ownership interests in, any Subsidiary of the Company, (ii) securities of the Company or any of its Subsidiaries is free and clear convertible into, or exchangeable for, shares in the share capital or other voting securities of, or ownership interests in, any Subsidiary of all security intereststhe Company, liens(iii) warrants, claimscalls, pledgesoptions shares of phantom stock or phantom stock rights, stock purchase, stock appreciation or other rights or obligations to acquire from the Company or any of its Subsidiaries, or other obligations of the Company or any of its Subsidiaries to issue, any shares in the share capital or other voting securities of, or ownership interests in, or any securities convertible into, or exchangeable for, any shares in the share capital or other voting securities of, or ownership interests in, any Subsidiary of the Company or (iv) stock options, restricted shares, stock appreciation rights, performance units or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any shares in the share capital or other voting securities of, or ownership interests in, any Subsidiary of the Company (the items in clauses (i) through (iv) being referred to collectively as the “Company Subsidiary Securities”). There are no preemptive or other outstanding rights, options, rights of first refusalwarrants, conversion rights, stock appreciation rights, performance units, redemption rights, repurchase rights, agreements, limitations on the Company's arrangements, calls, commitments or such other Subsidiary's voting rights, charges and other encumbrances rights of any nature whatsoeverkind that obligate the Company or any of its Subsidiaries to issue or sell any Company Subsidiary Securities, or give any Person a right to subscribe for or acquire any Company Subsidiary Securities, and no securities or obligations evidencing such rights are authorized, issued or outstanding. There are no voting trusts, proxies or similar agreements, arrangements or commitments to which the Company or any of its Subsidiaries is a party with respect to the voting of any Company Subsidiary Securities.

Subsidiaries. Except as set forth in Schedule 3.4 attached hereto (athe “Subsidiaries”), the Company does not control (as such term is defined in §368(c) of the Internal Revenue Code of l954, as amended), directly or indirectly, any other corporation, association or other business entity, nor does it have any direct or indirect interest therein. Neither the Sellers nor any affiliate of the Sellers has any direct or indirect interest in any other business entity which is involved or competes with or conducts any business similar to any business conducted by the Company or any Subsidiary. The Schedule Sellers have no interest, direct or indirect, in any property used by, or relating to the business of, the Company or any Subsidiary, except through the ownership of Exceptions sets forth the name and state or jurisdiction of incorporation of each of its SubsidiariesCompany’s capital stock. Each of such Subsidiaries (i) Subsidiary is a corporation or other business entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organizationState designated on Schedule 3.4, (ii) and each Subsidiary has full all requisite corporate power and authority and all necessary government approvals to own, lease own and operate its properties and assets and to conduct carry on its business as presently now conducted and (iii) as proposed to be conducted. The Sellers have furnished to the Purchaser complete and correct copies of each Subsidiaries Articles of Incorporation and By-Laws as presently in effect. The authorized and issued capital stock of each Subsidiary is duly qualified or licensed to do business as a foreign corporation set forth on Schedule 3.4. On the date hereof, Schedule 3.4 accurately states all shares of each Subsidiary issued and is outstanding, all of which are registered in good standing in each jurisdiction where the character name of the properties owned, leased or operated by it or the nature of its business makes such qualification or licensing necessary except where failure to be so qualified or licensed would not have, individually or in the aggregate, a Material Adverse Effect. The Company has furnished or made available to the Company true and complete copies of the certificate of incorporation, bylaws or comparable organizational documents of each of its Subsidiaries, each as amended to date. Such organizational documents are in full force free and effect, and no such Subsidiary is in violation clear of any provision therein. liabilities, obligations, claims, liens or encumbrances; provided, however, ▇▇▇▇▇▇▇▇ owns ten percent (b10%) The Company owns beneficially, directly or indirectly, all of the issued and outstanding capital stock or other securities of each such Subsidiary and, except as set forth Emergystat and Emergystat of Sulligent. The Subsidiaries holds no shares of its capital stock in the Schedule of Exceptions, does not own an equity interest in any other corporation, partnership or entity, other than in such Subsidiaries. Each its treasury and all outstanding share shares of capital stock or other securities of each such Subsidiary is have been duly authorized, authorized and validly issued, issued and are fully paid and nonassessable (or non-assessable. On the foreign equivalent for foreign Subsidiaries) and each such share or other equity interest owned by the Company or one of its Subsidiaries is free and clear of all security interestsdate hereof, liens, claims, pledgesthere are no outstanding rights, options, rights of first refusalwarrants, agreements, limitations on the Company's conversion privileges or such other Subsidiary's voting rights, charges and other encumbrances agreements of any nature whatsoeverkind for the purchase or acquisition from, or the sale or issuance by, any of the Subsidiaries of any shares of its capital stock and no authorization therefor has been given.

Subsidiaries. (ai) The Schedule of Exceptions MSB’s Disclosure Letter sets forth with respect to each of MSB’s Subsidiaries its name, its jurisdiction of incorporation, MSB’s percentage ownership, the number of shares of stock owned or controlled by MSB and the name and state or jurisdiction number of incorporation shares held by any other person who owns any stock of the Subsidiary. MSB owns of record and beneficially all the capital stock of each of its Subsidiaries free and clear of any Liens. There are no contracts, commitments, agreements or understandings relating to MSB’s right to vote or dispose of any equity securities of its Subsidiaries. MSB’s ownership interest in each of its Subsidiaries is in compliance with all applicable laws, rules and regulations relating to equity investments by savings and loan holding companies or federally chartered savings associations. (ii) Each of such MSB’s Subsidiaries (i) is a corporation or other business entity duly organized, organized and validly existing and in good standing under the laws of the its jurisdiction of its organizationincorporation, (ii) has full all requisite corporate power and authority and all necessary government approvals to own, lease and operate its properties and assets and to conduct its the business as presently currently being conducted by it and (iii) is duly qualified or licensed to do business as a foreign corporation to transact business and is in good standing in each jurisdiction where in which the character of the properties owned, owned or leased or operated by it or the nature of its the business conducted by it makes such qualification or licensing necessary necessary, except where the failure to be so qualified or licensed and in good standing would not have, individually or in the aggregate, have a Material Adverse Effect. The Company has furnished or made available to the Company true and complete copies of the certificate of incorporation, bylaws or comparable organizational documents of each of its Subsidiaries, each as amended to date. Such organizational documents are in full force and effect, and no Effect on such Subsidiary is in violation of any provision thereinSubsidiary. (biii) The Company owns beneficially, directly or indirectly, all of the issued and outstanding capital stock or other securities of each such Subsidiary and, except as set forth in the Schedule of Exceptions, does not own an equity interest in any other corporation, partnership or entity, other than in such Subsidiaries. Each outstanding share shares of capital stock or other securities of each such Subsidiary is duly authorized, have been validly authorized and are validly issued, fully paid and nonassessable (nonassessable. No shares of capital stock of any Subsidiary of MSB are or the foreign equivalent for foreign Subsidiaries) and each such share may be required to be issued by virtue of any options, warrants or other rights, no securities exist that are convertible into or exchangeable for shares of such capital stock or any other debt or equity interest owned security of any Subsidiary, and there are no contracts, commitments, agreements or understandings of any kind for the issuance of additional shares of capital stock or other debt or equity security of any Subsidiary or options, warrants or other rights with respect to such securities. (iv) No Subsidiary of MSB other than M▇▇▇▇▇▇▇ Savings Bank is an “insured depository institution” as defined in the FDIA and the applicable regulations thereunder. M▇▇▇▇▇▇▇ Savings Bank is a qualified thrift lender pursuant to Section 10(m) of the HOLA and its deposits are insured by the Company or one FDIC through the Savings Association Insurance Fund to the fullest extent permitted by law. M▇▇▇▇▇▇▇ Savings Bank is a member in good standing of its Subsidiaries is free and clear the Federal Home Loan Bank of all security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on the Company's or such other Subsidiary's voting rights, charges and other encumbrances of any nature whatsoeverIndianapolis.

Subsidiaries. (a) The Schedule Each Subsidiary of Exceptions sets forth the name and state or jurisdiction of incorporation of each of its Subsidiaries. Each of such Subsidiaries (i) Company is a corporation or other business entity duly organizedincorporated, validly existing and in good standing under the laws of the its jurisdiction of its organization, (ii) incorporation and has full all requisite corporate power and authority to own and all necessary government approvals to own, lease and operate use its properties and assets and to conduct carry on its business as presently now being conducted and (iii) except, in each case, where the failure to be so incorporated, existing or in good standing does not have a Material Adverse Effect. Each such Subsidiary is duly qualified or licensed to do business as a foreign corporation and is in good standing in each jurisdiction where the character of the properties owned, leased or operated by it or in which the nature of its business or the ownership, leasing or operation of its properties makes such qualification or licensing necessary license necessary, except for those jurisdictions where failure to be so qualified or licensed would does not have, individually or in the aggregate, have a Material Adverse Effect. The Company has furnished or made available to All Subsidiaries of the Company true and complete copies their respective jurisdictions of incorporation are identified on Section 4.06(a) of the certificate Company Disclosure Schedule. Section 4.06(a) of the Company Disclosure Schedule also correctly sets forth the name of each Subsidiary of the Company, the jurisdiction of its incorporation, the Persons owning the outstanding capital stock of such Subsidiary and the amounts of such capital stock so owned. No Subsidiary of the Company is in violation of or default under any of the provisions of its articles of incorporation, bylaws or comparable similar organizational documents of each of its Subsidiariesdocuments, each except for such violations or defaults as amended to date. Such organizational documents are in full force and effect, and no such Subsidiary is in violation of any provision thereindo not have a Material Adverse Effect. (b) The Except as set forth on Section 4.06(b) of the Company owns beneficially, directly or indirectlyDisclosure Schedule, all of the issued and outstanding capital stock or other securities of each such Subsidiary and, except as set forth in the Schedule of Exceptions, does not own an equity interest in any other corporation, partnership or entity, other than in such Subsidiaries. Each outstanding share shares of capital stock of, or other voting securities or ownership interests in, each Subsidiary of each such Subsidiary is the Company, are duly authorized, validly issued, fully paid and nonassessable (or the foreign equivalent for foreign Subsidiaries) non assessable and each such share or other equity interest are owned by the Company Company, directly or one of its Subsidiaries is indirectly, free and clear of all security any Lien and free of any other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of such shares of capital stock or other voting securities or ownership interests, liens, claims, pledges, ) other than restrictions imposed by federal and state securities laws. There are no outstanding (i) securities of the Company or any of its Subsidiaries convertible into or exchangeable for shares of capital stock or other voting securities or ownership interests in any Subsidiary of the Company or (ii) options, rights of first refusalwarrants, agreementscalls, limitations on the Company's or such other Subsidiary's voting preemptive rights, charges subscriptions or other rights to acquire from the Company or any of its Subsidiaries, or other obligation of the Company or any of its Subsidiaries to issue, any shares of capital stock or other voting securities or ownership interests in, or any securities convertible into or exchangeable for any shares of capital stock or other voting securities or ownership interests in, any Subsidiary of the Company (the items in clauses (i) and (ii) being referred to collectively as the "COMPANY SUBSIDIARY SECURITIES"). There are no outstanding obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any of the Company Subsidiary Securities. (c) Section 4.06(c) of the Company Disclosure Schedule sets forth the name and jurisdiction of each Person that is not a Subsidiary of the Company but in which the Company directly or indirectly holds any equity or other encumbrances ownership interest in excess of fifteen percent of outstanding equity interests in such Person (each, a "MINORITY INVESTMENT"). There are no outstanding obligations of the Company or any nature whatsoeverof its Subsidiaries to provide funds to make any investment (in the form of a loan, capital contribution or otherwise) in any Minority Investment.

Subsidiaries. (a) The Subsidiaries of the Company as of the date hereof are set forth on Schedule 5.02, including a description, in each case as of Exceptions sets forth the name date hereof, of the capitalization of each such Subsidiary and state the names of the record owners of all securities and other equity interests in each Subsidiary. Each Subsidiary has been duly formed or organized and is validly existing under the Laws of its jurisdiction of incorporation of each of its Subsidiaries. Each of such Subsidiaries (i) is a corporation or other business entity duly organized, validly existing organization and in good standing under has the laws of the jurisdiction of its organization, (ii) has full corporate organizational power and authority and all necessary government approvals to own, lease and operate its assets and properties and assets and to conduct its business as presently conducted and (iii) it is duly qualified or licensed to do business as a foreign corporation and is in good standing now being conducted, in each jurisdiction case, except where the character of the properties owned, leased or operated by it or the nature of its business makes such qualification or licensing necessary except where failure to be so licensed or qualified or licensed to have such power and authority would not havenot, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each Subsidiary is duly licensed or qualified and in good standing as a foreign corporation (or other entity, if applicable) in each jurisdiction in which its ownership of property or the character of its activities is such as to require it to be so licensed or qualified or in good standing, as applicable, except where the failure to be so licensed or qualified would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company has furnished or made available to the Company true and complete copies of the certificate of incorporation, incorporation and bylaws (or comparable analogous organizational documents documents) of each of its Subsidiariesthe Company’s Subsidiaries previously made available by the Company to Parent are true, each as amended to date. Such organizational documents correct and complete and are in full force and effect, and no such Subsidiary is in violation effect as of any provision thereinthe date of this Agreement. (b) The Company owns beneficially, directly or indirectly, all As of the issued and outstanding date hereof, except for the Company’s or any of its Subsidiaries’ ownership interest in such Subsidiaries, neither the Company nor its Subsidiaries own any capital stock or any other equity interests in any other Person or has any right, option, warrant, conversion right, stock appreciation right, redemption right, repurchase right, agreement, arrangement or commitment of any character under which a Person is or may become obligated to issue or sell, or give any right to subscribe for or acquire, or in any way dispose of, any shares of the capital stock or other equity interests, or any securities or obligations exercisable or exchangeable for or convertible into any shares of each such Subsidiary and, except as set forth in the Schedule of Exceptions, does not own an equity interest in any other corporation, partnership or entity, other than in such Subsidiaries. Each outstanding share of capital stock or other securities of each such Subsidiary is duly authorized, validly issued, fully paid and nonassessable (or the foreign equivalent for foreign Subsidiaries) and each such share or other equity interest owned by the Company or one of its Subsidiaries is free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on the Company's or such other Subsidiary's voting rights, charges and other encumbrances of any nature whatsoeverPerson.

Subsidiaries. (a) The Section 4.06(a) of the Company Disclosure Schedule of Exceptions sets forth a true and complete list of the name and state or Company’s Subsidiaries together with the jurisdiction of incorporation each Subsidiary and the ownership of equity interest of each Subsidiary. Except for securities held by the Company in connection with its ordinary course treasury investment activities and investments that are fully impaired, neither the Company nor any of its Subsidiaries. Each Subsidiaries owns, directly or indirectly, any capital stock or voting securities of, or other equity interests in, or has any direct or indirect equity participation or similar interest in, or any interest convertible into or exchangeable or exercisable for, any capital stock or voting securities of, or other equity interest in, any other Person. (b) Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Subsidiary of such Subsidiaries the Company: (i) is a corporation or other business entity duly organizedincorporated or organized (as applicable), validly existing and in good standing (with respect to jurisdictions that recognize such concept) under the laws of the its jurisdiction of incorporation or organization and has all corporate or other organizational powers required to carry on its organization, (ii) has full corporate power business as presently conducted and authority and all necessary government approvals to own, lease and operate its properties properties, rights and assets and to conduct its business as presently conducted and (iiiii) is duly qualified or licensed to do business as a foreign corporation and is in good standing (with respect to jurisdictions that recognize such concept) in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its business makes such qualification or licensing necessary except where failure to be so qualified or licensed would not have, individually or in the aggregate, a Material Adverse Effectis necessary. The Company has furnished or made available Made Available to the Company true Parent complete and complete correct copies of the certificate of incorporation, bylaws incorporation and by-laws (or comparable similar organizational documents documents) of each Subsidiary of its Subsidiariesthe Company, each including all amendments thereto, as amended to datecurrently in effect as of the date hereof. Such organizational documents are in full force and effect, and no such Subsidiary None of the Subsidiaries is in violation of any provision thereinof their respective organizational documents in any material respect. (bc) The Company owns beneficially, directly or indirectly, all All of the issued and outstanding capital stock or other securities of each such Subsidiary and, except as set forth in the Schedule of Exceptions, does not own an equity interest in any other corporation, partnership or entity, other than in such Subsidiaries. Each outstanding share shares of capital stock of, or other securities equity or voting interest in, each of each such Subsidiary is the Subsidiaries are duly authorized, validly issued, fully paid paid, nonassessable and nonassessable (free of any preemptive rights, rights of first refusal or any similar rights. The Company or a wholly owned Subsidiary of the foreign equivalent for foreign Subsidiaries) and each such share Company owns one hundred percent of the capital stock of, or other equity or voting interest owned by in, each direct or indirect Subsidiary of the Company or one of its Subsidiaries is Company, free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, agreements, any Liens (other than Permitted Liens) or limitations on voting rights. There are no outstanding contractual obligations or commitments of any character requiring the Company or any of its Subsidiaries to make any payment based on the price or value of any equity interests of any of the Company's or such other Subsidiary's voting rights, charges and other encumbrances of any nature whatsoever’s subsidiaries.

Subsidiaries. (a) The Schedule of Exceptions sets forth the name and state or jurisdiction of incorporation of each of its Subsidiaries. Each of such Subsidiaries (i) is a corporation or other business entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (ii) has full corporate power and authority and all necessary government approvals to own, lease and operate its properties and assets and to conduct its business as presently conducted and (iii) is duly qualified or licensed to do business as a foreign corporation and is in good standing in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its business makes such qualification or licensing necessary except where failure to be so qualified or licensed would not have, individually or in the aggregate, a Material Adverse Effect. The Company has furnished or made available to the Company true and complete copies of the certificate of incorporation, bylaws or comparable organizational documents of each of its Subsidiaries, each as amended to date. Such organizational documents are in full force and effect, and no such Subsidiary is in violation of any provision therein. (b) The Company owns beneficiallyPurchaser owns, directly or indirectly, all of the issued and outstanding capital stock or other securities of each such Subsidiary and, except as set forth in the Schedule of Exceptions, does not own an equity interest in any other corporation, partnership or entity, other than in such Subsidiaries. Each outstanding share shares of capital stock or other equity interests of each of its Subsidiaries free and clear of any Liens. There are no contracts, commitments, agreements or understandings relating to Purchaser’s right to vote or dispose of any equity securities of its Subsidiaries. Purchaser’s ownership interest in each such Subsidiary of its Subsidiaries complies with all applicable laws, rules and regulations relating to equity investments by bank holding companies. (ii) Each of Purchaser’s Subsidiaries is a legal entity duly organized and validly existing under the laws of its jurisdiction of incorporation, formation or organization, as applicable, has all requisite corporate power and authority to own, lease and operate its properties and to conduct the business currently being conducted by it and is duly authorizedqualified or licensed as a foreign corporation to transact business and is in good standing in each jurisdiction in which the character of the properties owned or leased by it or the nature of the business conducted by it makes such qualification or licensing necessary, except where the failure to be so qualified or licensed and in good standing would not have a Material Adverse Effect on Purchaser. (iii) The outstanding shares of capital stock, membership interests, or other representations of equity interest of each Subsidiary have been validly authorized and are validly issued, fully paid and nonassessable (or the foreign equivalent for foreign Subsidiaries) and each such share free of preemptive rights. No shares of capital stock or other equity interest owned interests of any Subsidiary of Purchaser are or may be required to be issued by virtue of any options, warrants or other rights, no securities exist that are convertible into or exchangeable for shares of such capital stock or other equity interests or any other debt or equity security of any Subsidiary, and there are no contracts, commitments, agreements or understandings of any kind for the issuance of additional shares of capital stock or other equity interests or other debt or equity security of any Subsidiary or options, warrants or other rights with respect to such securities. (iv) Purchaser Bank is a Virginia-chartered state bank. No Subsidiary of Purchaser other than Purchaser Bank is an “insured depository institution” as defined in the Federal Deposit Insurance Act, as amended, and the applicable regulations thereunder. Purchaser Bank’s deposits are insured by the Company or one FDIC through the Deposit Insurance Fund to the fullest extent permitted by law. Purchaser Bank is a member in good standing of its Subsidiaries is free the FHLB and clear the Federal Reserve Bank of all security interestsRichmond and owns the requisite amount of stock therein, liens, claims, pledges, options, rights of first refusal, agreements, limitations on the Company's or such other Subsidiary's voting rights, charges and other encumbrances of any nature whatsoeverrespectively.

Subsidiaries. (a) The Schedule of Exceptions 4.4 hereto correctly sets forth the name names, form of legal entity, number of shares of capital stock issued and state outstanding, number of shares owned by Borrower or jurisdiction a Subsidiary of incorporation Borrower (specifying such owner) and jurisdictions of organization of all Subsidiaries of Borrower and specifies which thereof, as of the Closing Date, are Inactive Subsidiaries. Except as described in Schedule 4.4, Borrower does not own any capital stock, equity interest or debt security which is convertible, or exchangeable, for capital stock or equity interest in any Person. Unless otherwise indicated in Schedule 4.4, all of the outstanding shares of capital stock, or all of the units of equity interest, as the case may be, of each Subsidiary are owned of its Subsidiaries. record and beneficially by Borrower, there are no outstanding options, warrants or other rights to purchase capital stock of any such Subsidiary, and all such shares or equity interests so owned are duly authorized, validly issued, fully paid and non-assessable, and were issued in compliance with all applicable state and federal securities and other Laws, and are free and clear of all Liens, except for Permitted Encumbrances. (b) Each of such Subsidiaries (i) Subsidiary is a corporation or other business legal entity of the type described in Schedule 4.4 duly organizedformed, validly existing and in good standing under the laws Laws of the its jurisdiction of its organization, (ii) has full corporate power and authority and all necessary government approvals to own, lease and operate its properties and assets and to conduct its business as presently conducted and (iii) is duly qualified or licensed to do business as a foreign corporation organization and is in good standing as such in each jurisdiction where in which the character of the properties owned, leased or operated by it or the nature conduct of its business or the ownership or leasing of its Properties makes such qualification or licensing necessary (except where the failure to be so duly qualified or licensed would and in good standing does not have, individually or in the aggregate, constitute a Material Adverse Effect. The Company has furnished or made available to the Company true and complete copies of the certificate of incorporation, bylaws or comparable organizational documents of each of its Subsidiaries, each as amended to date. Such organizational documents are in full force and effect), and no such has all requisite power and authority to conduct its business and to own and lease its Properties. (c) Each Subsidiary is in violation of any provision therein. (b) The Company owns beneficiallycompliance with all Laws and other requirements applicable to its business and has obtained all authorizations, directly or indirectlyconsents, all of the issued approvals, orders, licenses, and outstanding capital stock or other securities of permits from, and each such Subsidiary andhas accomplished all filings, registrations, and qualifications with, or obtained exemptions from any of the foregoing from, any Governmental Agency that are necessary for the transaction of its business, except as set forth where the failure to be in the Schedule of Exceptionssuch compliance, obtain such authorizations, consents, approvals, orders, licenses, and permits, accomplish such filings, registrations, and qualifications, or obtain such exemptions, does not own an equity interest in any other corporation, partnership or entity, other than in such Subsidiaries. Each outstanding share of capital stock or other securities of each such Subsidiary is duly authorized, validly issued, fully paid and nonassessable (or the foreign equivalent for foreign Subsidiaries) and each such share or other equity interest owned by the Company or one of its Subsidiaries is free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on the Company's or such other Subsidiary's voting rights, charges and other encumbrances of any nature whatsoeverconstitute a Material Adverse Effect.

Subsidiaries. (a) The Schedule of Exceptions sets forth the name and state or jurisdiction of incorporation of each of its Subsidiaries. Each of such Subsidiaries (i) the Company’s subsidiaries has been duly incorporated or formed, as applicable, and is a corporation or other business entity duly organized, validly existing as a corporation, limited partnership or limited liability company, as applicable, duly qualified to do business and in good standing under the laws of the jurisdiction of its organizationincorporation or formation, (ii) as applicable, and has full corporate corporate, partnership or limited liability company, as applicable, power and authority and all necessary government approvals to own, lease and operate its properties and assets and to conduct its business as presently conducted described in the Registration Statement, the Pricing Disclosure Package and (iii) is duly qualified or licensed to do business as a foreign corporation and is in good standing in each jurisdiction the Prospectus, except where the character of the properties owned, leased or operated by it or the nature of its business makes such qualification or licensing necessary except where failure to be so qualified or licensed in good standing or have such power or authority would not havereasonably be expected to result in a Material Adverse Effect. Each of the Company’s subsidiaries is duly qualified as a foreign corporation, limited partnership or limited liability company, as applicable, to transact business and is in good standing or equivalent status in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to so qualify or to be in good standing would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The Company has furnished or made available to the Company true and complete copies of the certificate of incorporation, bylaws or comparable organizational documents of each of its Subsidiaries, each as amended to date. Such organizational documents are in full force and effect, and no such Subsidiary is in violation of any provision therein. (b) The Company owns beneficially, directly or indirectly, all All of the issued and outstanding capital stock or other securities ownership interest of each such Subsidiary and, except as set forth in the Schedule of Exceptions, does not own an equity interest in any other corporation, partnership or entity, other than in such Subsidiaries. Each outstanding share of capital stock or other securities of each such Subsidiary is subsidiary has been duly authorized, authorized and validly issued, is fully paid and nonassessable (or the foreign equivalent for foreign Subsidiaries) non-assessable and each such share or other equity interest is owned by the Company directly or one of its Subsidiaries is through subsidiaries, free and clear of all any security interest, mortgage, pledge, lien, encumbrance or claim, except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus. None of the outstanding shares of capital stock, limited liability company interests or limited partnership interests, liensas the case may be, claims, pledges, options, of any subsidiary was issued in violation of the preemptive or similar rights of first refusalany securityholder, agreementsmember or partner, limitations as the case may be, of such subsidiary. The only subsidiaries of the Company are the subsidiaries listed on the Company's or such other Subsidiary's voting rights, charges and other encumbrances of any nature whatsoeverExhibit B hereto.

Subsidiaries. (a) The Schedule Each subsidiary of Exceptions sets forth the name and state or jurisdiction of incorporation of each of its Subsidiaries. Each of such Subsidiaries (i) Company is a corporation duly incorporated or other business an entity duly organized, validly existing and in good standing under the laws of the its jurisdiction of its incorporation or organization, (ii) as the case may be; and has full all corporate power powers and authority and all necessary government approvals to own, lease and operate its properties and assets and to conduct its business as presently conducted now being conducted, except where the failure to be so incorporated or organized, existing and (iii) in good standing or to have such power and authority would not, individually or in the aggregate, have a material adverse effect on the Company. Each subsidiary of the Company is duly qualified or licensed to do business as a foreign corporation and is in good standing in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its business makes such qualification or licensing necessary is necessary, except for those jurisdictions where failure to be so qualified or licensed and in good standing would not havenot, individually or in the aggregate, have a Material Adverse Effectmaterial adverse effect on the Company. The Company has furnished or made available to the Company true and complete copies Set forth in Section 4.6 of the certificate of incorporation, bylaws or comparable organizational documents Company's Disclosure Schedule is the name of each of its Subsidiaries, the subsidiaries of the Company. The outstanding shares of capital stock of each as amended to date. Such organizational documents subsidiary of the Company have been duly authorized and validly issued and are in full force fully paid and effect, and no such Subsidiary is in violation of any provision thereinnon-assessable. (b) The All of the outstanding capital stock of, or other voting securities or ownership interests in, each subsidiary of the Company owns beneficiallyis owned by the Company, directly or indirectly, all free and clear of any perfected Lien, free and clear of any unperfected Lien known to the issued Company and outstanding free of any other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other voting securities or ownership interests), other than any restrictions imposed under the Securities Act of each such Subsidiary and, except 1933 (the "1933 ACT") or similar state law. Except as set forth in this Section or in Section 4.6 of the Company's Disclosure Schedule of Exceptionsand except for qualifying shares, does not own an equity interest in any other corporation, partnership or entity, other than in such Subsidiaries. Each there are no outstanding share (i) shares of capital stock or other voting securities or ownership interests in any of each such Subsidiary is duly authorized, validly issued, fully paid and nonassessable (or the foreign equivalent for foreign Subsidiaries) and each such share or other equity interest Company's subsidiaries owned by persons other than the Company or one its wholly owned subsidiaries, (ii) securities of the Company or any of its Subsidiaries is free and clear subsidiaries convertible into or exchangeable for shares of all security interests, liens, claims, pledges, options, rights capital stock or other voting securities or ownership interests in any of first refusal, agreements, limitations on the Company's subsidiaries, (iii) options or such other Subsidiaryrights to acquire from the Company or any of its subsidiaries, or other obligation of the Company or any of its subsidiaries to issue, any capital stock or other voting securities or equity ownership interests in, or any securities convertible into or exchangeable for any capital stock or other voting securities or equity ownership interests in, any of the Company's voting rightssubsidiaries or (iv) equity equivalents, charges and other encumbrances interests in ownership or earnings of any nature whatsoeverof the Company's subsidiaries or any other similar rights (including stock appreciation rights) in any subsidiary of the Company. There are no stockholder agreements, voting trusts or other agreements or understandings to which the Company or any of its subsidiaries is a party or to which it is bound relating to the voting of any shares of capital stock by any subsidiary of the Company. There are no outstanding obligations of the Company or any of its subsidiaries to repurchase, redeem or otherwise acquire any of the securities referred to in clauses (i), (ii), (iii) or (iv) above. (c) Neither the Company nor any of its subsidiaries own, beneficially or of record, any shares or capital stock or any other security of any corporation or other legal entity, or has any option or obligation to acquire any such stock or other security, or has any investments in securities or owns, directly or indirectly, any interest in any partnership, joint venture or other business enterprise.

Subsidiaries. (a) The Section 4.2 of the Company Disclosure Schedule contains a true, correct and complete list, as of Exceptions sets forth the name and state or Execution Date, of each Subsidiary of the Company, the jurisdiction of its incorporation or organization and the number, class and beneficial and record owner of the outstanding issued Equity Securities of each of its Subsidiariessuch Subsidiary. Each Subsidiary of such Subsidiaries (i) the Company has been duly organized and is a corporation or other business entity duly organized, validly existing and in good standing under the laws Laws of the jurisdiction of its organization, (ii) organization and has full all requisite corporate power and authority and all necessary government approvals to own, lease and operate its properties and assets and to conduct carry on its business as presently conducted and (iii) now being conducted. Each Subsidiary of the Company is duly qualified or licensed to do business and, where applicable as a legal concept, is in good standing as a foreign corporation and is in good standing in each jurisdiction where in which the character of the properties ownedit owns, leased operates or operated by it leases or the nature of its business activities makes such qualification or licensing necessary necessary, except where failure for such failures to be so qualified or licensed in good standing as would not have(x) reasonably be expected to, individually or in the aggregate, a Material Adverse Effect. The Company has furnished or made available be material to the Company true and complete copies Group, taken as a whole or (y) reasonably be expected to prevent or materially delay the ability of the certificate of incorporation, bylaws or comparable organizational documents of each of its Subsidiaries, each as amended Company to dateconsummate the Transactions. Such organizational documents are in full force and effect, and no such Subsidiary is in violation of any provision therein. (b) The Company owns beneficially, directly or indirectly, all of the All issued and outstanding capital stock or other securities Equity Securities of each such Subsidiary and, except as set forth in of the Schedule of Exceptions, does not own an equity interest in any other corporation, partnership or entity, other than in such Subsidiaries. Each outstanding share of capital stock or other securities of each such Subsidiary is Company (i) have been duly authorized, validly issued, fully paid and nonassessable are non-assessable (to the extent applicable as a legal concept), (ii) have not been issued in violation of (x) any preemptive right, call option, right of first refusal or the foreign equivalent for foreign Subsidiaries) and each such share first offer, subscription right, transfer restrictions or other equity interest similar right, (y) any applicable Law (including securities Laws) or applicable Constitutive Documents or (z) any Contract to which the applicable Company Subsidiary is a party or by which it is bound and (iii) as of the Effective Time, will be owned by the Company or one of its Subsidiaries is free and clear of all security interestsEncumbrances (other than transfer restrictions under applicable securities Laws and restrictions under such Subsidiary’s Constitutive Documents). No other rights of any kind to acquire capital stock or any other Equity Securities of any of the Company’s Subsidiaries exist. None of the Company’s Subsidiaries have any bonds, liensnotes, claimsdebentures or other debt securities outstanding that have voting rights or are exercisable or convertible into, pledgesor exchangeable or redeemable for, optionsor that give any Person a right to subscribe for or acquire, shares of capital stock or any other Equity Securities of any Company Subsidiary. There are no obligations, contingent or otherwise, to repurchase, redeem (or establish a sinking fund with respect to redemption) or otherwise acquire any shares of capital stock or other Equity Securities of any Company Subsidiary. Except for shares of capital stock of the Company’s Subsidiaries, none of the Company’s Subsidiaries have any other Equity Securities that are issued and outstanding. Except as set forth in Section 4.2 of the Company Disclosure Schedule, there are no (A) agreements pursuant to which registration rights in Equity Securities of the Company’s Subsidiaries have been granted, (B) shareholder agreements among any current or former shareholders of any of the Company’s Subsidiaries, (C) Contracts of the Company or, to the Company’s Knowledge, between any of the Securityholders with respect to the voting or transfer of shares of capital stock or any other Equity Securities of any of the Company’s Subsidiaries, or (D) statutory or contractual preemptive rights or rights of first refusal, agreements, limitations on refusal with respect to Equity Securities of the Company's ’s Subsidiaries. The Company has made available to Parent complete and correct copies of the Constitutive Documents of each of the Company’s Subsidiaries. Each of the Company’s Subsidiaries is in compliance with all the terms and provisions of its respective Constitutive Documents in all material respects. The Company does not own, directly or such indirectly, and none of the Subsidiaries of the Company owns, directly or indirectly, any Equity Securities in any Person other Subsidiary's voting rights, charges and other encumbrances of any nature whatsoeverthan the Company’s Subsidiaries.

Subsidiaries. (a) The Section 3.3 of the Company Disclosure Schedule sets forth, as of Exceptions sets forth the date of this Agreement, the name and state or jurisdiction of incorporation organization of each Subsidiary of its Subsidiariesthe Company. Each For purposes of this Agreement, the term “Subsidiary” means, with respect to any party, any corporation, partnership, trust, limited liability company or other entity or non-corporate business enterprise in which such party (or another Subsidiary of such Subsidiaries (iparty) is a corporation holds stock or other business ownership interests representing (A) more than 50% of the voting power of all outstanding stock or ownership interests of such entity or (B) the right to receive more than 50% of the net assets of such entity available for distribution to the holders of outstanding stock or ownership interests upon a liquidation or dissolution of such entity. With respect to each of the Subsidiaries, the Company has delivered, or made available, to the Buyer true, correct and complete copies, as amended to date, of each certificate of incorporation, by-laws, committee charters, codes of conduct, operating agreement or other governance documents, and copies of all written consents and minutes of meetings of the boards of directors, managers or other governing body, committees of any such board or body and of the equity holders executed or held prior to the date hereof. All of the foregoing documents and instruments are in full force and effect and no Subsidiary is in violation of any provision of any of such documents or instruments. (b) Each Subsidiary of the Company is duly organized, validly existing and in good standing (to the extent such concepts are applicable) under the laws of the jurisdiction of its organization, (ii) has full corporate all requisite company power and authority and all necessary government approvals to own, lease and operate its properties and assets and to conduct carry on its business as presently now being conducted and (iii) as proposed to be conducted, and is duly qualified or licensed to do business as a foreign corporation and is in good standing as a foreign company (to the extent such concepts are applicable) in each jurisdiction where the character of the its properties owned, operated or leased or operated by it or the nature of its business activities, in any material respect, makes such qualification or licensing necessary except where failure to be so qualified or licensed would not have, individually or in the aggregate, a Material Adverse Effectnecessary. The Company has furnished or made available to the Company true and complete copies All of the certificate of incorporation, bylaws or comparable organizational documents of each of its Subsidiaries, each as amended to date. Such organizational documents are in full force and effect, and no such Subsidiary is in violation of any provision therein. (b) The Company owns beneficially, directly or indirectly, all of the issued and outstanding capital stock or other securities of each such Subsidiary and, except as set forth in the Schedule of Exceptions, does not own an equity interest in any other corporation, partnership or entity, other than in such Subsidiaries. Each outstanding share shares of capital stock and other equity securities or other securities interests of each such Subsidiary is of the Company are duly authorized, validly issued, fully paid paid, nonassessable and nonassessable free of preemptive rights and all such shares (other than directors’ qualifying shares in the case of non-U.S. Subsidiaries, all of which the Company has the power to cause to be transferred for no or nominal consideration to the Company or the foreign equivalent for foreign SubsidiariesCompany’s designee) are owned, of record and each such share or other equity interest owned beneficially, by the Company or one another of its Subsidiaries is free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on in the Company's or such other Subsidiary's ’s voting rights, charges and or other encumbrances encumbrances. There are no outstanding or authorized options, warrants, rights, agreements or commitments to which the Company or any of its Subsidiaries is a party or which are binding on any of them providing for the issuance, disposition or acquisition of any nature whatsoevercapital stock of any Subsidiary of the Company. There is no outstanding equity compensation right or obligation with respect to any Subsidiary of the Company. There are no voting trusts, proxies or other agreements or understandings with respect to the voting of any capital stock of any Subsidiary of the Company. (c) The Company does not control directly or indirectly or have any direct or indirect equity participation or similar interest in any corporation, partnership, limited liability company, joint venture, trust or other business association or entity which is not a Subsidiary of the Company.

Subsidiaries. (a) The Schedule of Exceptions Company Disclosure Letter sets forth the name and state or jurisdiction of incorporation of each of its SubsidiariesSubsidiary. Each of such the Subsidiaries (i) is a corporation or other business entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (ii) has full corporate power and authority and all necessary government approvals to own, lease and operate its properties and assets and to conduct its business as presently conducted and (iii) is duly qualified or licensed to do business as a foreign corporation and is in good standing in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its business makes such qualification or licensing necessary except where failure to be so qualified or licensed would not havenot, individually or in the aggregate, have a Company Material Adverse Effect. The Company has furnished or made available to the Company Parent true and complete copies of the certificate of incorporation, bylaws or comparable organizational documents of each of its SubsidiariesSubsidiary, each as amended to date. Such organizational documents are in full force and effect, and no such Subsidiary is in violation of any provision therein. (b) The Except as set forth in the Company owns beneficiallyDisclosure Letter, directly the Company or indirectly, its Subsidiaries own beneficially and of record all of the issued and outstanding capital stock or other securities of each such Subsidiary and, except as set forth in the Schedule of Exceptions, and does not own an equity interest in any other corporation, partnership or entity, other than in such the Subsidiaries. Each outstanding share of capital stock or other securities of each such Subsidiary is duly authorized, validly issued, fully paid and nonassessable (or the foreign equivalent for foreign Subsidiaries) and each such share or other equity interest owned by the Company or one of its Subsidiaries another Subsidiary is free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on the Company's or such other Subsidiary's voting rights, charges and other encumbrances of any nature whatsoever.

Subsidiaries. (a) The Schedule of Exceptions sets forth the name 9.7 contains (except as noted therein) complete and state or jurisdiction of incorporation of each of its Subsidiaries. Each of such Subsidiaries correct lists (i) of the Company's Subsidiaries, showing, as to each Subsidiary, the correct name thereof, the jurisdiction of its organization, the percentage of shares of each class of its capital stock or similar equity interests outstanding owned by the Company and each other Subsidiary and whether such Subsidiary is a Restricted Subsidiary or an Unrestricted Subsidiary, and whether such Subsidiary is a Material Subsidiary, (ii) of the Company's Affiliates, other than Subsidiaries, and (iii) of the Company's directors and senior officers. (b) All of the outstanding shares of capital stock or similar equity interests of each Subsidiary shown in Schedule 9.7 as being owned by the Company and its Subsidiaries have been validly issued, are fully paid and nonassessable and are owned by the Company or another Subsidiary free and clear of any Lien (except for Permitted Liens, directors' qualifying shares, shares required to be owned by Persons pursuant to applicable foreign laws regarding foreign ownership, or as otherwise disclosed in Schedule 9.7). (c) Each Subsidiary identified in Schedule 9.7 is a corporation or other business legal entity duly organized, validly existing and in good standing under the laws of the its jurisdiction of its organization, (ii) has full corporate power and authority and all necessary government approvals to own, lease and operate its properties and assets and to conduct its business as presently conducted and (iii) is duly qualified or licensed to do business as a foreign corporation or other legal entity and is in good standing in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its business makes in which such qualification or licensing necessary except where is required by law, other than those jurisdictions as to which the failure to be so qualified or licensed would not havein good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company Each such Subsidiary has furnished the corporate or made available other power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact. (d) No Material Subsidiary, is a party to, or otherwise subject to any legal restriction or any agreement (other than this Agreement, the agreements listed on Schedule 9.7 and customary limitations imposed by corporate law statutes) restricting the ability of such Material Subsidiary to pay dividends out of profits or make any other similar distributions of profits to the Company true and complete copies of the certificate of incorporation, bylaws or comparable organizational documents of each any of its Subsidiaries, each as amended to date. Such organizational documents are in full force and effect, and no such Subsidiary is in violation of any provision therein. (b) The Company Subsidiaries that owns beneficially, directly or indirectly, all of the issued and outstanding capital stock or other securities of each such Subsidiary and, except as set forth in the Schedule of Exceptions, does not own an equity interest in any other corporation, partnership or entity, other than in such Subsidiaries. Each outstanding share shares of capital stock or other securities similar equity interests of each such Subsidiary is duly authorized, validly issued, fully paid and nonassessable (or the foreign equivalent for foreign Subsidiaries) and each such share or other equity interest owned by the Company or one of its Subsidiaries is free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on the Company's or such other Material Subsidiary's voting rights, charges and other encumbrances of any nature whatsoever.

Subsidiaries. (a) The Section 5.6(a) of the Company Disclosure Schedule of Exceptions sets forth the name a complete and state or jurisdiction of incorporation correct list of each Subsidiary of its Subsidiaries. Each of the Company and for each such Subsidiaries Subsidiary: (i) its name; (ii) the number and type of its outstanding equity securities and a list of the holders thereof (identifying the number or percentage of such equity securities it holds); and (iii) its jurisdiction of organization. (b) Each Subsidiary of the Company is a corporation or other business legal entity duly organized, validly existing and in good standing under the laws of the jurisdiction Laws of its organization, (ii) state of organization and has full corporate all requisite organizational power and authority and all necessary government approvals to own, lease and operate its properties and assets and to conduct carry on its business as presently conducted it is now being conducted, and (iii) is duly qualified qualified, registered or licensed to do business as a foreign corporation entity and is in good standing in each jurisdiction where in which the character of the properties property owned, leased or operated by it or the nature of its the business conducted by it makes such qualification or licensing necessary necessary, except where the failure to be so qualified duly qualified, registered or licensed and in good standing would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company has furnished provided or made available to the Company Parent true and complete copies of the certificate of incorporation, bylaws or comparable organizational documents Organizational Documents of each Subsidiary of its Subsidiaries, each as amended to date. Such organizational documents are in full force and effect, and no such Subsidiary is in violation of any provision thereinthe Company. (bc) The Company owns beneficially, directly or indirectly, all All of the issued and outstanding capital stock equity securities or other securities interests of each such Subsidiary and, except as set forth in of the Schedule of Exceptions, does not own an equity interest in any other corporation, partnership or entity, other than in such Subsidiaries. Each outstanding share of capital stock or other securities of each such Subsidiary is Company are duly authorized, validly issued, fully paid paid, non-assessable and nonassessable (free of any purchase option, call option, right of first refusal or the foreign equivalent for foreign Subsidiaries) offer, subscription right, preemptive right or any similar right and each all such share or other equity interest owned interests are owned, of record and beneficially, by the Company or another one of its Subsidiaries is free and clear of all security interestsLiens. There are no voting trusts, liens, claims, pledges, options, rights proxies or other agreements or understandings with respect to the voting of first refusal, agreements, limitations on any capital stock of any Subsidiary of the Company's . (d) The Company does not own (beneficially or such other Subsidiary's voting rightsof record), charges and other encumbrances directly or indirectly, any equity interests of any nature whatsoeverPerson that is not a Subsidiary of the Company.

Subsidiaries. (a) The Section 4.4 of the Disclosure Schedule of Exceptions sets forth the name name, jurisdiction of organization, the authorized (if applicable), issued and outstanding equity interests of each Subsidiary of Cardo (including the holders thereof and the number of equity interests owned by each such holder) and the jurisdictions in which each such Subsidiary is qualified to do business. Cardo 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 corporation, partnership, joint venture or other business association or entity other than as set forth on Section 4.4 of the Disclosure Schedule. Upon the consummation of the Acquisitions, all the outstanding equity interests of each Subsidiary of Cardo will be owned directly or indirectly by Cardo free and clear of all Liens or third party rights and of any restrictions on transfer, except for transfer restrictions of the federal and state or jurisdiction of incorporation securities Laws. All the outstanding equity interests of each Subsidiary of its SubsidiariesCardo are duly authorized, validly issued in compliance with applicable Laws, fully paid up and nonassessable and free and clear of Liens or third party rights and of any restrictions on transfer, except for transfer restrictions of the federal and state securities Laws and as set forth in the Organizational Documents of each such Subsidiary. No equity security of any Subsidiary of Cardo was issued in violation of the preemptive rights of any Person or any agreement by which such Subsidiary was bound at the time of such issuance. Each Subsidiary of such Subsidiaries Cardo (i) is a corporation or other business entity limited liability company duly organized, validly existing and in good standing under the laws Laws of the its jurisdiction of its organization, ; (ii) has full corporate the requisite limited liability company power and authority to carry on its business as it is now being conducted and all necessary government approvals to own, lease and operate its own the properties and assets and to conduct its business as presently conducted it now owns; and (iii) is duly qualified or licensed to do business as a foreign corporation and is in good standing in each every jurisdiction where in which the character of the properties owned, leased or operated by it or the nature of its business makes such qualification or licensing necessary except where failure to be so qualified or licensed and in good standing would not have, individually or in the aggregate, have a Material Adverse EffectEffect on Cardo. The Company Cardo has furnished or heretofore made available to the Company true complete and complete correct copies of the certificate of incorporation, bylaws or comparable organizational documents Organizational Documents of each of its Subsidiaries, each as amended to datedate and as presently in effect. Such organizational documents are in full force and effect, and no such No Subsidiary of Cardo is in material violation of any provision therein. (b) The Company owns beneficiallyof the provisions of its Organizational Documents. Other than its acquisition of the equity interests in the Subsidiaries set forth on Section 4.4 of the Disclosure Schedule, directly since its inception, Cardo has not consolidated or indirectlymerged with, acquired all or substantially all of the issued and outstanding capital assets of, or acquired the stock of or other securities of each such Subsidiary and, except as set forth in the Schedule of Exceptions, does not own an equity any interest in any other corporation, partnership or entity, other than in such SubsidiariesPerson. Each outstanding share Upon the consummation of capital stock or other securities of each such Subsidiary is duly authorized, validly issued, fully paid and nonassessable (or the foreign equivalent for foreign Subsidiaries) and each such share or other equity interest owned transactions contemplated by the Company or Acquisitions, Cardo will own (i) one hundred percent (100%) of the equity interests of Accelerated Innovation directly, and (ii) one hundred percent (100%) of the equity interests of Cervical Xpand and Uni-Knee directly and indirectly through its Subsidiaries is free and clear ownership of all security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on the Company's or such other Subsidiary's voting rights, charges and other encumbrances of any nature whatsoeverAccelerated Innovation.

Subsidiaries. (a) The Schedule Section 3.3(a) of Exceptions sets forth the name and state or jurisdiction of incorporation Company Disclosure Letter contains a list of each Subsidiary of its Subsidiariesthe Company. Each of such Subsidiaries (i) Subsidiary is a corporation or other business entity duly organized, validly existing and in good standing under the laws Laws of the jurisdiction of its organization, organization (iito the extent such jurisdiction recognizes such concepts) and has full corporate the requisite power and authority to own its property and all necessary government approvals to own, lease and operate its properties and assets and to conduct its business as presently conducted it is currently conducted. All of the issued and outstanding Equity Interests of each Subsidiary of the Company are owned directly or indirectly by the Company, free and clear of all Encumbrances (iiiother than Permitted Encumbrances or any restrictions on transfer of securities arising under any applicable federal, state or foreign securities laws), and are duly authorized and validly issued, free of preemptive or any other third party rights and, as to Equity Interests of corporate Subsidiaries, are fully paid and non-assessable. (b) Each Subsidiary is duly qualified or licensed otherwise authorized to do business act as a foreign corporation and is in good standing under the Laws of every other jurisdiction in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its business makes which such qualification or licensing authorization is necessary under applicable Law, except where the failure to be so qualified or licensed otherwise authorized and in good standing would not have, individually or in the aggregate, have a Material Adverse Effect. Section 3.3(b) of the Company Disclosure Letter sets forth (i) the authorized and issued capital stock (or other Equity Interests) of each Subsidiary, (ii) the record holders of such stock or Equity Interests, and (iii) the number of shares of stock or Equity Interests owned by such record holder for each Subsidiary. Other than as set forth in Section 3.3(b) of the Company Disclosure Letter, there are no outstanding Equity Interests of any Subsidiary. (c) The Company has furnished does not own or made available control, directly or indirectly, any Equity Interest in or interest convertible into or exchangeable for any Equity Interest in or have any obligation to invest in or purchase any securities of any Person. (d) Section 3.3(d) of the Company true Disclosure Letter lists (x) the officers and complete copies directors of the certificate of incorporation, bylaws or comparable organizational documents of Company and each of its Subsidiaries, each as amended to date. Such organizational documents are (y) the jurisdictions in full force and effect, and no such Subsidiary is in violation of any provision therein. (b) The which the Company owns beneficially, directly or indirectly, all of the issued and outstanding capital stock or other securities of each such Subsidiary and, except as set forth in the Schedule of Exceptions, does not own an equity interest in any other corporation, partnership or entity, other than in such Subsidiaries. Each outstanding share of capital stock or other securities of each such Subsidiary is duly authorized, validly issued, fully paid and nonassessable (or the foreign equivalent for foreign Subsidiaries) and each such share or other equity interest owned by of its Subsidiaries are qualified to do business and (z) the jurisdictions in which the Company or one any of its Subsidiaries is free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on the Company's has facilities or such other Subsidiary's voting rights, charges and other encumbrances of any nature whatsoeveremployees.

Subsidiaries. (a) The 2.3.1 Section 2.3.1 of the Disclosure Schedule of Exceptions sets forth the name of each corporation, limited liability company, general or limited partnership or other entity that is controlled, directly or indirectly, by Consumers (a "subsidiary") and state or the jurisdiction of incorporation of each of its Subsidiariesorganization. Each of such Subsidiaries (i) subsidiary is a corporation or other business entity partnership duly organized, organized and validly existing and in good standing under the laws of the jurisdiction of its organization, (ii) organization and has full the corporate or partnership power and authority and all necessary government approvals to own, lease and operate its properties and assets and to conduct carry on its business as presently conducted now being conducted, except where the failure to be so organized, existing and (iii) in good standing or to have such power and authority or necessary governmental approvals would not individually or in the aggregate have a Material Adverse Effect. Each subsidiary is duly qualified or licensed and in good standing to do business as a foreign corporation and is in good standing in each jurisdiction where in which the character of the properties property owned, leased or operated by it or the nature of its the business conducted by it makes such qualification or licensing necessary necessary, except in such jurisdictions where the failure to be so duly qualified or licensed and in good standing would not have, individually or in the aggregate, aggregate have a Material Adverse Effect. The Company has furnished or made available to the Company true and complete copies . 2.3.2 Section 2.3.2 of the certificate Disclosure Schedule sets forth, as to each subsidiary of incorporationConsumers, bylaws or comparable organizational documents of each its authorized capital structure and the number of its Subsidiaries, each as amended to date. Such organizational documents are in full force issued and effect, and no such Subsidiary is in violation outstanding shares of any provision thereincapital stock or other ownership units. (b) The Company owns beneficially2.3.3 Except as set forth in Section 2.3.3 of the Disclosure Schedule, Consumers is, directly or indirectly, the record and beneficial owner of all of the issued and outstanding shares of capital stock or other securities ownership units of each of its subsidiaries, and no capital stock or other ownership units of any subsidiary is or may become required to be issued by reason of any options, warrants, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into or exchangeable or exercisable for, shares of any capital stock or other ownership units of any subsidiary, and there are no contracts, commitments, understandings or arrangements by which Consumers or any of its subsidiaries is or may be bound to issue, redeem, purchase or sell additional shares of capital stock or other ownership units of any subsidiary or securities convertible into or exchangeable or exercisable for any such Subsidiary shares or units. All of such shares and other ownership units are validly issued, fully paid and nonassessable and, except as set forth in Section 2.3.3 of the Schedule of ExceptionsDisclosure Schedule, does not own an equity interest in any other corporation, partnership or entity, other than in such Subsidiaries. Each outstanding share of capital stock or other securities of each such Subsidiary is duly authorized, validly issued, fully paid and nonassessable (or the foreign equivalent for foreign Subsidiaries) and each such share or other equity interest are owned by the Company Consumers, or one by another wholly-owned subsidiary of its Subsidiaries is Consumers, free and clear of all security interests, liens, claims, pledgesencumbrances, optionsrestraints on alienation, rights of first refusal, agreements, limitations or any other restrictions with respect to the transferability or assignability thereof (other than restrictions on the Company's transfer imposed by federal or such other Subsidiary's voting rights, charges and other encumbrances of any nature whatsoeverstate securities laws).

Subsidiaries. (a) The Schedule 2.06(a) of Exceptions the Disclosure Schedule sets forth (i) the name and state or of each Subsidiary, (ii) the jurisdiction of incorporation or formation of each Subsidiary, (ii) the authorized, issued and outstanding capital stock or other equity securities of, or ownership interests in, each Subsidiary and (iii) the names of its Subsidiariesthe stockholders, equity holders or holders of ownership interests in each Subsidiary. Except as set forth in Schedule 2.06(a) of the Disclosure Schedule, the Company does not own, directly or indirectly, or have voting rights with respect to, any capital stock or other equity securities of, or other ownership interests in, any corporation, partnership, limited liability company or other Person or have any direct or indirect interest in any business. (b) Each of such Subsidiaries (i) Subsidiary that is a corporation or other business entity is duly organizedincorporated, validly existing and in good standing under the laws of the jurisdiction of its organization, (ii) incorporation and has full all requisite corporate power and authority and all necessary government approvals to own, lease and operate its properties and assets and to conduct carry on its business as presently conducted conducted. Each Subsidiary that is a limited partnership is duly formed, validly existing and (iii) in good standing under the laws of the jurisdiction of its formation and has all requisite power and authority as a partnership to own lease and operate its properties and to carry on its business as presently conducted. Each Subsidiary is duly qualified or licensed to do transact business as a foreign corporation or foreign limited partnership (as the case may be) and is in good standing in each jurisdiction where in which the nature of its activities or the character of the properties ownedthat it owns, leased leases or operated by it or the nature of its business operates makes such qualification or licensing necessary necessary, except where the failure to be so qualified or licensed in good standing would not have, individually or in the aggregate, have a Material Adverse EffectEffect on such Subsidiary. Schedule 2.06(b) of the Disclosure Schedule sets forth a correct and complete list of all jurisdictions in which each Subsidiary is duly qualified to transact business as a foreign corporation or foreign limited partnership. The Company has heretofore furnished or made available to the Company true Purchaser with a correct and complete copies copy of the certificate of incorporation, bylaws Charter and Bylaws or comparable other organizational documents document of each of its Subsidiaries, each as amended to date. Such organizational documents are in full force and effect, and no such Subsidiary is in violation of any provision thereinSubsidiary. (bc) The Company owns beneficially, directly or indirectlyExcept as set forth in Schedule 2.06(c) of the Disclosure Schedule, all of the issued and outstanding capital stock or other securities of each such Subsidiary and, except as set forth in the Schedule of Exceptions, does not own an equity interest in any other corporation, partnership or entity, other than in such Subsidiaries. Each outstanding share shares of capital stock or other equity securities of of, or ownership interests in, each such Subsidiary is (i) have been duly authorized, (ii) are validly issued, (ii) are (in the case of shares of capital stock) fully paid and nonassessable or not subject to any current or future capital calls and (or the foreign equivalent for foreign Subsidiariesiii) and each such share or other equity interest are owned by the Company Company, directly or one of its Subsidiaries is indirectly, free and clear of all security interestsLiens. None of the issued and outstanding shares of capital stock or other equity securities of, liensor ownership interests in, claimsany Subsidiary have been issued in violation of, pledgesor subject to, any preemptive rights or rights of subscription. All offers, issuances and sales by the Company or any Subsidiary of any shares of the capital stock or other equity securities of, or other ownership interests in, any Subsidiary have been made in compliance with the registration and qualification requirements of all applicable federal and state securities laws. There are no outstanding options, rights of first refusalwarrants, agreementscalls, limitations on the Company's or such other Subsidiary's voting rights, charges and convertible securities or other encumbrances agreements or commitments of any nature whatsoevercharacter pursuant to which the Company or any Subsidiary is or may be obligated to issue or sell any issued or unissued shares of capital stock or other equity securities of, or ownership interests in, any Subsidiary or to purchase or redeem any shares of capital stock or other equity securities of, or ownership interests in, any Subsidiary or make any other payments in respect thereof, and there are no shares of capital stock or other equity securities of, or ownership interests in, any Subsidiary reserved for issuance for any purpose.

Subsidiaries. (a) The Schedule of Exceptions sets forth the name and state or jurisdiction of incorporation of each of its Subsidiaries. Each of such Subsidiaries (i) Company Subsidiary is a corporation or other business entity duly incorporated or organized, validly existing and in good standing under the laws Laws of the its jurisdiction of its organizationincorporation or organization and has all corporate or other organizational powers, (ii) has full corporate power and authority and all necessary government approvals as applicable, required to own, lease and operate its properties and assets and to conduct carry on its business as presently conducted now conducted, except for those jurisdictions where failure to be so organized, validly existing and (iii) in good standing or to have such power has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Each such Company Subsidiary is duly qualified or licensed to do business as a foreign corporation and is in good standing in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its business makes such qualification or licensing necessary is necessary, except for those jurisdictions where failure to be so qualified or licensed has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company has furnished or made available to Section 4.6(a) of the Company Disclosure Schedule sets forth a true and complete copies list of each Significant Subsidiary of the certificate Company as of incorporation, bylaws or comparable organizational documents the date of each of its Subsidiaries, each as amended to date. Such organizational documents are in full force and effectthis Agreement, and no such Subsidiary is in violation its jurisdiction of any provision thereinincorporation or organization. (b) The Company owns beneficially, directly or indirectly, all All of the issued and outstanding capital stock or other voting securities of, or ownership interests in, each Company Subsidiary are owned by the Company, directly or indirectly, free and clear of any Lien. There are no issued, reserved for issuance or outstanding (i) securities of each such the Company or any Company Subsidiary and, except as set forth in the Schedule of Exceptions, does not own an equity interest in any other corporation, partnership convertible into or entity, other than in such Subsidiaries. Each outstanding share exchangeable for shares of capital stock or other voting securities of each such Subsidiary is duly authorizedof, validly issued, fully paid and nonassessable (or the foreign equivalent for foreign Subsidiaries) and each such share or other equity interest owned by ownership interests in, any Company Subsidiary; (ii) warrants, calls, options or other rights to acquire from the Company or one any Company Subsidiary, or other obligations of its Subsidiaries is free and clear the Company or any Company Subsidiary to issue, deliver, sell, repurchase, redeem or otherwise acquire any capital stock or other voting securities of, or other ownership interests in, or any securities convertible into or exchangeable for any capital stock or other voting securities of, or other ownership interests in, any Company Subsidiary; or (iii) restricted shares, stock appreciation rights, performance units, contingent value rights, “phantom” stock or similar securities or rights issued by or with the approval of all security intereststhe Company or any Company Subsidiary that are derivative of, liensor provide economic benefits based, claimsdirectly or indirectly, pledges, options, rights of first refusal, agreements, limitations on the Company's value or such price of, any capital stock or other voting securities of, or other ownership interests in, any Company Subsidiary's . There are no outstanding obligations of the Company or any Company Subsidiary to repurchase, redeem or otherwise acquire any capital stock or other voting rightssecurities of, charges or other ownership interests in, any Company Subsidiary or any securities described in the foregoing clauses (i) through (iii) of this Section 4.6(b). Except for the capital stock or other voting securities of, or other ownership interests in, Company Subsidiaries and other encumbrances publicly traded securities held for investment that do not exceed 5% of the outstanding securities of any nature whatsoeverentity, the Company does not own, directly or indirectly, any capital stock or other voting securities of, or other ownership interests in, any Person. (c) The Company has made available to Parent, prior to the date of this Agreement, true, correct and complete copies of (i) in the case of a corporation, the certificate of incorporation and bylaws, (ii) in the case of a limited liability company, the certificate of formation and limited liability company agreement or (iii) organizational documents equivalent to the foregoing, in each case of the Company’s Significant Subsidiaries, in each case as in effect on the date of this Agreement (collectively, the “Significant Subsidiaries Organizational Documents”). The Company Organizational Documents and the Significant Subsidiaries Organizational Documents are in full force and effect, and neither the Company nor any of the Company Subsidiaries, is in material violation of any of the provisions thereof.

Subsidiaries. (a) The Schedule Section 3.2(a) of Exceptions sets forth the Company Disclosure Letter contains a complete and accurate list of the name and state or jurisdiction of incorporation organization of each Subsidiary of its the Company. Except for the Company’s Subsidiaries. Each , the Company does not own, directly or indirectly, any capital stock of, or other equity or voting interest in, any Person. (b) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each of such the Company’s Subsidiaries (i) is a corporation or other business entity duly organized, validly existing and in good standing under the laws Applicable Laws of the jurisdiction of its organizationrespective organization (to the extent the “good standing” concept is applicable in the case of any jurisdiction outside the United States), (ii) has full corporate the requisite power and authority to carry on its respective business as it is presently being conducted and all necessary government approvals to own, lease and or operate its respective properties and assets and to conduct its business as presently conducted and assets, (iii) is duly qualified or licensed to do business as a foreign corporation and is in good standing in each jurisdiction where the character of the its properties owned, owned or leased or operated by it or the nature of its business makes activities make such qualification or licensing necessary except where failure (to be so qualified or licensed would not have, individually or the extent the “good standing” concept is applicable in the aggregate, a Material Adverse Effect. The Company has furnished or made available to case of any jurisdiction outside the Company true United States) and complete copies of the (iv) is in compliance with its respective certificate of incorporation, bylaws or comparable organizational documents other applicable constituent documents. The Company has delivered or made available to Parent complete and correct copies of each the certificates of its Subsidiariesincorporation and bylaws or other constituent documents, each as amended to date. Such organizational documents are in full force and effect, and no such Subsidiary is in violation of any provision thereineach of the Company’s material Subsidiaries. (bc) The All of the outstanding capital stock of, or other equity or voting interest in, each Subsidiary of the Company owns beneficially(i) have been duly authorized, validly issued and are fully paid and nonassessable and (ii) are owned, directly or indirectly, all of the issued and outstanding capital stock or other securities of each such Subsidiary and, except as set forth in the Schedule of Exceptions, does not own an equity interest in any other corporation, partnership or entity, other than in such Subsidiaries. Each outstanding share of capital stock or other securities of each such Subsidiary is duly authorized, validly issued, fully paid and nonassessable (or the foreign equivalent for foreign Subsidiaries) and each such share or other equity interest owned by the Company or one of its Subsidiaries is Company, free and clear of all security interestsLiens (other than restrictions on transfer imposed by Applicable Law) and free of any other restriction (including any restriction on the right to vote, lienssell or otherwise dispose of such capital stock or other equity or voting interest) that would prevent the operation by the Surviving Company of such Subsidiary’s business as presently conducted. (d) There are no outstanding (i) securities of the Company or any of its Subsidiaries convertible into or exchangeable for shares of capital stock of, claimsor other equity or voting interest in, pledgesany Subsidiary of the Company, (ii) options, stock appreciation rights, warrants, restricted stock units, rights or other commitments or agreements to acquire from the Company or any of first refusalits Subsidiaries, agreementsor that obligate the Company or any of its Subsidiaries to issue, limitations any capital stock of, or other equity or voting interest in, or any securities convertible into or exchangeable for shares of capital stock of, or other equity or voting interest in, any Subsidiary of the Company, (iii) obligations of the Company to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment (whether payable in equity, cash or otherwise) relating to any capital stock of, or other equity or voting interest (including any voting debt) in, any Subsidiary of the Company (the items in clauses (i), (ii) and (iii), together with the capital stock of the Subsidiaries of the Company, being referred to collectively as “Subsidiary Securities”) or (iv) other obligations by the Company or any of its Subsidiaries to make any payments based on the Company's price or such other Subsidiary's voting rights, charges and other encumbrances value of any nature whatsoeverSubsidiary Securities. There are no Contracts of any kind which obligate the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any outstanding Subsidiary Securities.

Subsidiaries. Schedule 4.2 to the ICH Disclosure Letter (aas defined below) The Schedule of Exceptions sets forth each Subsidiary of ICH and the name direct and/or indirect ownership interest therein of ICH and state or jurisdiction (A) all the outstanding shares of incorporation capital stock of each Subsidiary of its Subsidiaries. Each of such Subsidiaries (i) ICH that is a corporation have been validly issued and are fully paid and nonassessable, are owned by ICH or one of its Subsidiaries free and clear of all Liens and (B) all equity interests in each of ICH's Subsidiaries that is a partnership, joint venture, limited liability company or trust are owned by ICH or one or more of its Subsidiaries free and clear of all Liens. Except for the capital stock of or other business entity equity or ownership interests in ICH's Subsidiaries, and except as set forth on Schedule 4.2 to the ICH Disclosure Letter, ICH does not own, directly or indirectly, any capital stock or other ownership interest in any Person. Each Subsidiary of ICH that is a corporation is duly organized, incorporated and validly existing and in good standing under the laws of the its jurisdiction of its organization, (ii) incorporation and has full the requisite corporate power and authority and all necessary government approvals to own, lease and operate its properties and assets and to conduct carry on its business as presently conducted now being conducted, and (iii) each such Subsidiary that is a partnership, limited liability company or trust is duly organized and validly existing under the laws of its jurisdiction of organization and has the requisite power and authority to carry on its business as now being conducted. Each Subsidiary of ICH is duly qualified or licensed to do business as a foreign corporation and is in good standing in each jurisdiction where the character of the properties owned, leased or operated by it or in which the nature of its business or the ownership or leasing of its properties makes such qualification or licensing necessary except necessary, other than in such jurisdictions where the failure to be so qualified or licensed would not havelicensed, individually or in the aggregate, would not have a Material Adverse Effect. The Company has furnished or made available to the Company true and complete copies of the certificate of incorporation, bylaws or comparable organizational documents of each of its Subsidiaries, each as amended to date. Such organizational documents are in full force and effect, and no such Subsidiary is in violation of any provision thereinEffect on ICH. (b) The Company owns beneficially, directly or indirectly, all of the issued and outstanding capital stock or other securities of each such Subsidiary and, except as set forth in the Schedule of Exceptions, does not own an equity interest in any other corporation, partnership or entity, other than in such Subsidiaries. Each outstanding share of capital stock or other securities of each such Subsidiary is duly authorized, validly issued, fully paid and nonassessable (or the foreign equivalent for foreign Subsidiaries) and each such share or other equity interest owned by the Company or one of its Subsidiaries is free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on the Company's or such other Subsidiary's voting rights, charges and other encumbrances of any nature whatsoever.

Subsidiaries. (aSet forth on Schedule 2.01(b) The hereto is a complete list ------------ of all of the subsidiaries of the Company. Except as set forth on Schedule 2.01(b) hereto, the Company does not own, directly or indirectly, any capital stock or other equity securities of Exceptions sets forth any corporation, nor does the name Company have any direct or indirect ownership interest, including interests in partnerships and state joint ventures, in any other entity or jurisdiction of incorporation of each of its Subsidiariesbusiness. Each of such Subsidiaries (i) the subsidiaries has been duly incorporated, is a corporation or other business entity duly organized, validly existing and in good standing under the laws of the its respective jurisdiction of its organization, (ii) has full corporate power incorporation and authority and all necessary government approvals to own, lease and operate its properties and assets and to conduct its business as presently conducted and (iii) is duly qualified or licensed to do business and in good standing as a foreign corporation corporation, and is authorized to do business, in good standing all jurisdictions in each jurisdiction where which the character of the its properties owned, leased or operated by it or the nature of its business makes businesses requires such qualification or licensing necessary authorization, except where failure to be so qualified or licensed would not havefor qualifications and authorizations the lack of which, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect. The Company Each of the subsidiaries has furnished or made available the requisite power and authority to own and hold its properties and to carry on its business as now being conducted. Except as disclosed in the registration statements, reports and proxy statements filed by the Company true with the Securities and complete copies Exchange Commission (the "SEC Reports"), disclosed in the Financial Statements (as defined herein) or set forth on Schedule 2.01(b) hereto: (i) all of the certificate outstanding shares (other than director's qualifying shares, if any) of incorporation, bylaws or comparable organizational documents capital stock of each of the subsidiaries are owned beneficially and of record by the Company, one of its Subsidiariessubsidiaries or any combination thereof, in each as amended to date. Such organizational documents are in full force case free and effect, and no such Subsidiary is in violation clear of any provision therein. (b) The Company owns beneficiallyliens, directly charges, restrictions, claims or indirectly, all of the issued and outstanding capital stock encumbrances created or other securities of each such Subsidiary and, except as set forth in the Schedule of Exceptions, does not own an equity interest in any other corporation, partnership or entity, other than in such Subsidiaries. Each outstanding share of capital stock or other securities of each such Subsidiary is duly authorized, validly issued, fully paid and nonassessable (or the foreign equivalent for foreign Subsidiaries) and each such share or other equity interest owned suffered by the Company or one any of its Subsidiaries is free subsidiaries, other than restrictions on transfer imposed by the Securities Act of 1933, as amended (the "Securities Act"), or any other provision of applicable law; and clear of all security interests(ii) there are no outstanding subscriptions, liens, claims, pledgeswarrants, options, convertible securities or other rights (contingent or other) pursuant to which any of first refusal, agreements, limitations on the Company's subsidiaries is or such may become obligated to issue any shares of its capital stock to any person other Subsidiary's voting rights, charges and other encumbrances of any nature whatsoeverthan the Company or a subsidiary.

Subsidiaries. (a) The Schedule of Exceptions sets forth the name and state or jurisdiction of incorporation of each of its Subsidiaries. Each of such Subsidiaries (i) is a corporation Each of the Company’s “subsidiaries” (for purposes of this Agreement, as defined in Rule 405 under the Securities Act) has been duly incorporated or other business entity duly organized, as the case may be, and is validly existing and as a corporation, partnership or limited liability company, as applicable, in good standing under the laws of the jurisdiction of its organization, (ii) incorporation or organization and has full corporate the power and authority and all necessary government approvals (corporate or other) to own, lease and operate its properties and assets and to conduct its business as presently conducted described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, (iiiii) each of the Company’s subsidiaries is duly qualified or licensed to do business as a foreign corporation corporation, partnership or limited liability company, as applicable, to transact business and is in good standing in each jurisdiction where the character in which such qualification is required, whether by reason of the properties owned, leased ownership or operated by it leasing of property or the nature conduct of its business makes such qualification business, (iii) all of the issued and outstanding share capital or licensing necessary other equity or ownership interests of each of the Company’s subsidiaries have been duly authorized and validly issued, are fully paid and nonassessable and are owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or adverse claim, except where failure to be so qualified or licensed as would not have, individually or reasonably be expected to result in the aggregate, a Material Adverse Effect. The Company has furnished or made available to the Company true and complete copies Change, (iv) none of the certificate outstanding share capital or equity interest in any subsidiary was issued in violation of incorporationpreemptive or similar rights of any security holder of such subsidiary, bylaws and (v) the constitutive or comparable organizational documents of each of the subsidiaries comply in all material respects with the requirements of applicable laws of its Subsidiaries, each as amended to date. Such organizational documents jurisdiction of incorporation or organization and are in full force and effect, and no such Subsidiary is in violation of any provision therein. (b) . The Company owns beneficiallydoes not own or control, directly or indirectly, all of the issued and outstanding capital stock any corporation, association or other securities of each such Subsidiary and, except as set forth in the Schedule of Exceptions, does not own an equity interest in any other corporation, partnership or entity, entity other than the subsidiaries listed in such Subsidiaries. Each outstanding share of capital stock or other securities of each such Subsidiary is duly authorized, validly issued, fully paid and nonassessable (or included as an exhibit to the foreign equivalent for foreign Subsidiaries) and each such share or other equity interest owned by the Company or one of its Subsidiaries is free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on the Company's or such other Subsidiary's voting rights, charges and other encumbrances of any nature whatsoeverRegistration Statement.

Subsidiaries. (a) The Schedule Section 4.3 of Exceptions the Company Disclosure Letter sets forth a true and complete list of each Subsidiary of the name and state or Company, including its jurisdiction of incorporation of each of its Subsidiariesor formation. Each of such the Subsidiaries of the Company (i) is a corporation or other business an entity duly organized, validly existing and in good standing under the laws Laws of the jurisdiction of its organization, (ii) has full all requisite corporate or similar power and authority and all necessary government approvals to own, lease and operate its properties and assets and to conduct carry on its business as presently now being conducted and (iii) is duly qualified or licensed to do business as a foreign corporation and is in good standing in each jurisdiction where the character of the properties owned, leased or operated by it or in which the nature of its business or the ownership, leasing or operation of its properties makes such qualification or licensing necessary necessary, except in the case of clause (iii), where the failure to be so qualified or licensed would not haveor in good standing, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. The Company has furnished or made available to No shares of capital stock of the Company true and complete copies are owned by any Subsidiary of the certificate Company. All outstanding shares of incorporation, bylaws capital stock and equity interests or comparable organizational documents other voting securities of each Subsidiary of its Subsidiariesthe Company have been duly authorized and validly issued, are fully paid, nonassessable and not subject to any preemptive rights. All outstanding shares of capital stock and equity interests or other voting securities of each as amended to date. Such organizational documents are in full force and effect, and no such Subsidiary is in violation of any provision therein. (b) The Company owns beneficiallyare owned, directly or indirectly, all of the issued and outstanding capital stock or other securities of each such Subsidiary and, except as set forth in the Schedule of Exceptions, does not own an equity interest in any other corporation, partnership or entity, other than in such Subsidiaries. Each outstanding share of capital stock or other securities of each such Subsidiary is duly authorized, validly issued, fully paid and nonassessable (or the foreign equivalent for foreign Subsidiaries) and each such share or other equity interest owned by the Company or one of its Subsidiaries is Company, free and clear of all security interestsLiens other than Permitted Liens of the Company and its Subsidiaries. Except for the capital stock of, liensor other equity or voting interests in, claimsits Subsidiaries, pledgesthe Company does not own, optionsdirectly or indirectly, any share of capital stock, membership interest, partnership interest, joint venture interest, or other equity or voting interest in, or any interest convertible into, exercisable or exchangeable for any of the foregoing, nor is it under any current or prospective obligation to form or participate in, provide funds to, make any loan, capital contribution, guarantee, credit enhancement or other investment in, or assume any liability or obligation of, any Person. The Company does not have any outstanding equity appreciation rights, phantom equity or other equity equivalents or equity-based awards or rights that are valued in whole or in part with respect to any Subsidiary of first refusal, agreements, limitations on the Company's or such other Subsidiary's voting rights, charges and other encumbrances of any nature whatsoever.

Subsidiaries. (a) The Except for shares of the Subsidiaries (as hereinafter defined), and except as set forth in Section 3.02 of the Disclosure Schedule delivered by the Company to Parent and Acquisition on the date hereof (the "Disclosure Schedule"), the Company does not own of Exceptions sets forth the name and state record or jurisdiction of incorporation of each of its Subsidiaries. Each of such Subsidiaries beneficially, directly or indirectly, (i) any shares of outstanding capital stock or securities convertible into capital stock of any other corporation or (ii) any participating interest in any partnership, joint venture or other non-corporate business enterprise. Each Subsidiary is a corporation or other business entity duly organized, validly existing and in good standing under the laws of the its jurisdiction of its organization, (ii) incorporation and has full all requisite corporate power and authority and all necessary government approvals to own, own or lease and operate its properties and assets and to conduct carry on its business as presently conducted and (iii) it is now being conducted. Each Subsidiary is duly qualified or licensed to do business as a foreign corporation to do business, and is in good standing standing, in each jurisdiction where in which the character of the its properties owned, owned or leased or operated by it or the nature of its business activities makes such qualification or licensing necessary necessary, except where the failure to be so qualified or licensed would not have, individually or in the aggregate, reasonably be expected to have a Material Adverse EffectEffect on the Company. The Company has furnished or made available to the Company true Each Subsidiary and complete copies its jurisdiction of formation is identified in Section 3.02 of the certificate of incorporation, bylaws or comparable organizational documents of each of its Subsidiaries, each as amended to date. Such organizational documents are in full force and effect, and no such Subsidiary is in violation of any provision thereinDisclosure Schedule. (b) The Company owns beneficially, directly or indirectly, all of the issued and outstanding capital stock or other securities of each such Subsidiary and, except Except as set forth in Section 3.02 of the Schedule of ExceptionsDisclosure Schedule, does not own an equity interest in any other corporation, partnership or entity, other than in such Subsidiaries. Each all the outstanding share shares of capital stock or other securities of each such Subsidiary is duly authorized, are validly issued, fully paid and nonassessable (or the foreign equivalent for foreign Subsidiaries) and each such share or other equity interest are owned by the Company or one by a wholly-owned Subsidiary of its Subsidiaries is the Company, free and clear of all security interests, any liens, claims, pledgescharges, optionsencum- brances or adverse claims, rights and there are no proxies outstanding or restrictions on voting with respect to any such shares. (c) For purposes of first refusalthis Agreement, agreements, limitations on the Company's term "Subsidiary" shall mean any corporation or such other Subsidiary's business entity of which securities or other ownership interests having ordinary voting rights, charges and power to elect a majority of the board of directors or other encumbrances of any nature whatsoeverpersons performing similar functions are at the time owned by the Company and/or one or more other Subsidiaries.

Subsidiaries. (ai) The Schedule of Exceptions SSE’s Disclosure Letter sets forth with respect to each of SSE’s direct and indirect Subsidiaries its name, its jurisdiction of incorporation, SSE’s percentage ownership, the number of shares of stock owned or controlled by SSE and the name and state or jurisdiction number of incorporation shares held by any other person who owns any stock of the Subsidiary. SSE owns of record and beneficially all the capital stock of each of its Subsidiaries free and clear of any Liens. There are no contracts, commitments, agreements or understandings relating to SSE’s right to vote or dispose of any equity securities of its Subsidiaries. SSE’s ownership interest in each of its Subsidiaries is in compliance with all applicable laws, rules and regulations relating to equity investments by bank holding companies or Connecticut state banks. (ii) Each of such SSE’s Subsidiaries (i) is a corporation or other business entity duly organized, organized and validly existing and in good standing under the laws of the its jurisdiction of its organizationincorporation, (ii) has full all requisite corporate power and authority and all necessary government approvals to own, lease and operate its properties and assets and to conduct its the business as presently currently being conducted by it and (iii) is duly qualified or licensed to do business as a foreign corporation to transact business and is in good standing in each jurisdiction where in which the character of the properties owned, owned or leased or operated by it or the nature of its the business conducted by it makes such qualification or licensing necessary necessary, except where the failure to be so qualified or licensed and in good standing would not have, individually or in the aggregate, have a Material Adverse Effect. The Company has furnished or made available to the Company true and complete copies of the certificate of incorporation, bylaws or comparable organizational documents of each of its Subsidiaries, each as amended to date. Such organizational documents are in full force and effect, and no Effect on such Subsidiary is in violation of any provision thereinSubsidiary. (biii) The Company owns beneficially, directly or indirectly, all of the issued and outstanding capital stock or other securities of each such Subsidiary and, except as set forth in the Schedule of Exceptions, does not own an equity interest in any other corporation, partnership or entity, other than in such Subsidiaries. Each outstanding share shares of capital stock or other securities of each such Subsidiary is duly authorized, have been validly authorized and are validly issued, fully paid and nonassessable nonassessable. No shares of capital stock of any Subsidiary of SSE are or may be required to be issued by virtue of any options, warrants or other rights, no securities exist that are convertible into or exchangeable for shares of such capital stock or any other debt or equity security of any Subsidiary, and there are no contracts, commitments, agreements or understandings of any kind for the issuance of additional shares of capital stock or other debt or equity security of any Subsidiary or options, warrants or other rights with respect to such securities. (or iv) No Subsidiary of SSE other than SSE Bank is an “insured depository institution” as defined in the foreign equivalent for foreign SubsidiariesFDIA and the applicable regulations thereunder. SSE Bank’s deposits are insured by the FDIC through the Deposit Insurance Fund to the fullest extent permitted by law. SSE Bank is a member in good standing of the Federal Home Loan Bank of Boston. SSE Bank engages only in activities (and holds properties only of the types) permitted by Connecticut General Statutes 36a-1 et seq. and the regulations promulgated thereunder (the “Banking Laws of Connecticut”) and each such share or other equity interest owned by the Company or one rules and regulations of its Subsidiaries is free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on the Company's or such other Subsidiary's voting rights, charges and other encumbrances of any nature whatsoeverBanking Commissioner promulgated thereunder.

Subsidiaries. (a) The Schedule Except for wholly owned subsidiaries which were formed after the date hereof in the ordinary course of Exceptions sets forth business, the name and state or jurisdiction only Significant Subsidiaries of incorporation of each of its Subsidiariesthe Company are those named in the Company SEC Reports. Each of such Subsidiaries (i) Significant Subsidiary is a corporation or other business entity duly organized, validly existing and in good standing under the laws of the its jurisdiction of its organization, (ii) incorporation and has full the corporate power and authority and all necessary government approvals to own, lease and operate its properties and assets and to conduct carry on its business as presently it is now being conducted and (iii) or currently proposed to be conducted. Each Significant Subsidiary is duly qualified or licensed to do business as a foreign corporation to do business, and is in good standing standing, in each jurisdiction where the character of the its properties owned, leased owned or operated by it held under lease or the nature of its business activities makes such qualification or licensing necessary except where the failure to be so qualified or licensed would will not have, individually or in the aggregate, have a Company Material Adverse Effect. The Company has furnished or made available to All the Company true and complete copies of the certificate of incorporation, bylaws or comparable organizational documents of each of its Subsidiaries, each as amended to date. Such organizational documents are in full force and effect, and no such Subsidiary is in violation of any provision therein. (b) The Company owns beneficially, directly or indirectly, all of the issued and outstanding capital stock or other securities of each such Subsidiary and, except as set forth in the Schedule of Exceptions, does not own an equity interest in any other corporation, partnership or entity, other than in such Subsidiaries. Each outstanding share shares of capital stock or other securities of each such Significant Subsidiary is duly authorized, are validly issued, fully paid and nonassessable (or the foreign equivalent for foreign Subsidiaries) and each such share or other equity interest those owned by the Company or one by a subsidiary of its Subsidiaries is the Company are owned free and clear of all security interests, any liens, claims, pledges, claims or encumbrances. There are no existing options, rights warrants, calls or other rights, agreements or commitments of first refusal, agreements, limitations on any character relating to the issued or unissued capital stock or other securities of any of the Significant Subsidiaries of the Company. Except as set forth in the Company's Annual Report on Form 10-K for the year ended December 31, 1995 and except for wholly owned subsidiaries which are formed after the date hereof in the ordinary course of business, the Company does not directly or such indirectly own any interest in any other Subsidiary's voting rightscorporation, charges and partnership, joint venture or other encumbrances of any nature whatsoeverbusiness association or entity.

Subsidiaries. Each subsidiary of the Company (aindividually, a “Subsidiary” and collectively, the “Subsidiaries”) The Schedule of Exceptions sets forth the name and state has been duly incorporated or jurisdiction of incorporation of each of its Subsidiaries. Each of such Subsidiaries (i) organized, is validly existing as a corporation or other business legal entity duly organized, validly existing and in good standing (or the foreign equivalent thereof) under the laws of the jurisdiction of its incorporation or organization, (ii) has full the corporate power and authority and all necessary government approvals to own, lease and operate own its properties and assets and to conduct its business as presently conducted currently being carried on and (iii) as described in the Registration Statement, the Disclosure Package and the Prospectus and is duly qualified or licensed to do transact business as a foreign corporation and is in good standing in each jurisdiction where in which the character of the properties owned, leased or operated by it or the nature conduct of its business makes or its ownership, leasing or operation of property requires such qualification or licensing necessary qualification, except where to the extent that the failure to be so qualified or licensed be in good standing would not have, individually or result in the aggregate, a Material Adverse Effect. The All of the issued and outstanding shares of capital stock or other equity interests of each Subsidiary of the Company has furnished have been duly and validly authorized and issued, are fully paid and non-assessable and are owned directly by the Company or made available through its wholly-owned subsidiaries, free and clear of all liens, encumbrances, equities or claims. There is no outstanding option, right or agreement of any kind relating to the Company true and complete copies issuance, sale or transfer of any capital stock or other equity securities of the certificate of incorporation, bylaws Subsidiaries to any person or comparable organizational documents of each of its Subsidiaries, each as amended to date. Such organizational documents are in full force and effectentity except the Company, and no such none of the outstanding shares of capital stock or other equity interests of any Subsidiary is was issued in violation of any provision therein. (b) The preemptive or other rights to subscribe for or to purchase or acquire any securities of any of the Subsidiaries. Except for its Subsidiaries, the Company owns beneficiallyno beneficial interest, directly or indirectly, all of the issued and outstanding capital stock in any corporation, partnership, joint venture or other securities business entity. The Company has no “significant subsidiaries” (as such term is defined in Rule 1-02(w) of each such Subsidiary and, except as set forth in Regulation S-X promulgated by the Schedule of Exceptions, does not own an equity interest in any other corporation, partnership or entity, Commission) other than in such Subsidiaries. Each outstanding share of capital stock or other securities of each such Subsidiary is duly authorized, validly issued, fully paid and nonassessable (or the foreign equivalent for foreign Subsidiaries) and each such share or other equity interest owned by the Company or one of its Subsidiaries is free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations listed on the Company's or such other Subsidiary's voting rights, charges and other encumbrances of any nature whatsoeverSchedule II attached hereto.

Subsidiaries. (a) The Schedule of Exceptions 4.4 sets forth for each direct or indirect Subsidiary of the name and state or jurisdiction of incorporation of each of its Subsidiaries. Each of such Subsidiaries Company: (i) is a corporation or other business entity duly organized, validly existing its name and in good standing under the laws of the jurisdiction of its organization, (ii) each jurisdiction in which it is qualified to do business, (iii) the number of authorized shares of capital stock or units of limited liability company membership interests of each class authorized to be issued, (iv) the number of issued and outstanding shares of capital stock or units of limited liability company membership interests of each class, the names of the holders thereof, and the number of shares or units held by each such holder, and (v) the number of shares of its capital stock held in treasury. Each Subsidiary is duly organized and validly existing under the laws of its jurisdiction of organization and has full corporate the requisite power and authority and all necessary government approvals to own, lease and operate its assets and properties and assets and to conduct carry on its business as presently conducted and (iii) it is duly now being conducted. Each Subsidiary of the Company is qualified or licensed to do transact business as a foreign corporation and is in good standing in each jurisdiction where the character of in which the properties owned, owned or leased or operated by it or the nature of its the business conducted by it makes such qualification necessary, except as set forth in Schedule 4.4 or licensing necessary except where the failure to be so qualified or licensed in good standing would not have, individually or in the aggregate, have a Material Adverse Effect. All of the outstanding capital stock or units of limited liability company membership interests of each Subsidiary of the Company are validly issued, and where such Subsidiary is a corporation, fully paid and non-assessable and are owned directly by the Company or a Subsidiary of the Company free and clear of any liens, taxes, claims and demands except as set forth on Schedule 4.4. Except as set forth on Schedule 4.4, there are no subscriptions, options, warrants, voting trusts, proxies or other commitments, understandings, restrictions or arrangements to which the Company or any of its Subsidiaries is a party relating to the issuance, sale, voting or transfer of any capital stock or units of limited liability company membership interests of any Subsidiary of the Company, including any right of conversion or exchange under any outstanding security, instrument or agreement. The Company has furnished or made available to the Company true Parent correct and complete copies of (a) the certificate or articles of incorporation, organization or formation and (b) the bylaws or comparable organizational documents operating agreement of each of its Subsidiaries, each Subsidiary (as amended to date. Such organizational documents are in full force and effect, and no such Subsidiary is in violation of any provision therein). (b) The Company owns beneficially, directly or indirectly, all of the issued and outstanding capital stock or other securities of each such Subsidiary and, except as set forth in the Schedule of Exceptions, does not own an equity interest in any other corporation, partnership or entity, other than in such Subsidiaries. Each outstanding share of capital stock or other securities of each such Subsidiary is duly authorized, validly issued, fully paid and nonassessable (or the foreign equivalent for foreign Subsidiaries) and each such share or other equity interest owned by the Company or one of its Subsidiaries is free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on the Company's or such other Subsidiary's voting rights, charges and other encumbrances of any nature whatsoever.

Subsidiaries. (a) The Schedule Section 5.3 of Exceptions the Pubco Disclosure Letter sets forth the name a true and state or complete list of each Subsidiary of Pubco, including its jurisdiction of incorporation of each of its Subsidiariesor formation. Each of such Pubco’s Subsidiaries (i) is a corporation or other business an entity duly organized, validly existing and in good standing under the laws Laws of the jurisdiction of its organization, (ii) has full all requisite corporate or similar power and authority and all necessary government approvals to own, lease and operate its properties and assets and to conduct carry on its business as presently now being conducted and (iii) is duly qualified or licensed to do business as a foreign corporation and is in good standing in each jurisdiction where the character of the properties owned, leased or operated by it or in which the nature of its business or the ownership, leasing or operation of its properties makes such qualification or licensing necessary necessary, except in the case of clause (iii), where the failure to be so qualified or licensed would not haveor in good standing, individually or in the aggregate, has not had and would not reasonably be expected to have a Pubco Material Adverse Effect. The Company has furnished All outstanding shares of capital stock and other voting securities or made available to the Company true and complete copies of the certificate of incorporation, bylaws or comparable organizational documents equity interests of each of its Subsidiaries, each as amended to date. Such organizational documents are in full force and effect, and no such Subsidiary is in violation of any provision therein. (b) The Company owns beneficiallyare owned, directly or indirectly, all of the issued and outstanding capital stock or other securities of each such Subsidiary andby Pubco, except as set forth in the Schedule of Exceptions, does not own an equity interest in any other corporation, partnership or entity, other than in such Subsidiaries. Each outstanding share of capital stock or other securities of each such Subsidiary is duly authorized, validly issued, fully paid and nonassessable (or the foreign equivalent for foreign Subsidiaries) and each such share or other equity interest owned by the Company or one of its Subsidiaries is free and clear of all security interestsEncumbrances other than Permitted Encumbrances of Pubco and its Subsidiaries. Except (i) as set forth on Section 5.3 of the Pubco Disclosure Letter, liensand (ii) for the capital stock of, claimsor other equity or voting interests in, pledgesits Subsidiaries, optionsPubco does not own, rights directly or indirectly, any equity, membership interest, partnership interest, joint venture interest, or other equity or voting interest in, or any interest convertible into, exercisable or exchangeable for any of first refusalthe foregoing, agreementsnor is it under any current or prospective obligation to form or participate in, limitations on the Company's provide funds to, make any loan, capital contribution, guarantee, credit enhancement or such other Subsidiary's voting rightsinvestment in, charges and other encumbrances of or assume any nature whatsoeverliability or obligation of, any Person.

Subsidiaries. (a) The Schedule of Exceptions sets forth the name and state or jurisdiction of incorporation of each Each of its Subsidiaries. Each of such Subsidiaries (i) is a corporation duly organized bank, corporation, limited liability company, partnership or other business entity duly organizedstatutory trust, validly existing and in good standing under the applicable laws of the jurisdiction of its organizationin which it is incorporated or organized, (ii) has full corporate power and authority to carry on its business as now conducted and all necessary government approvals to own, lease and operate its assets, properties and assets and to conduct its business as presently conducted business, and (iii) is duly licensed or qualified or licensed to do business as a foreign corporation and is in good standing in each jurisdiction where in which the character nature of the properties owned, leased or operated business conducted by it or the nature character or location of its business the properties and assets owned or leased by it makes such licensing or qualification or licensing necessary necessary, except where the failure to be so licensed or qualified or licensed would is not reasonably likely to have, either individually or in the aggregate, a Material Adverse Effect. The Company has furnished outstanding shares of capital stock or made available to the Company true and complete copies of the certificate of incorporation, bylaws or comparable organizational documents equity interests of each of its Subsidiaries are validly issued and outstanding, fully paid and nonassessable and all such shares or equity interests are directly or indirectly owned by it free and clear of all liens, claims and encumbrances or preemptive rights of any person. No rights are authorized, issued or outstanding with respect to the capital stock or equity interests of any of its Subsidiaries and there are no agreements, understandings or commitments relating to the right to vote or to dispose of the capital stock or equity interests of any of its Subsidiaries. There are no restrictions on the ability of any of its Subsidiaries to pay dividends or distributions except as set forth in Section 13.1-653 of the VSCA and, in the case of a Subsidiary that is a regulated entity, for restrictions on dividends or distributions generally applicable to all such regulated entities. The deposits of each as amended of its Subsidiaries that is a commercial bank are insured by the Deposit Insurance Fund of the Federal Deposit Insurance Corporation (the “FDIC”) to date. Such organizational documents are the maximum extent permitted by law, all premiums and assessments required to be paid in full force and effectconnection therewith have been paid when due, and no Proceedings (as defined herein) for the termination of such insurance are pending or threatened. A true and complete list of its direct and indirect Subsidiaries as of the date hereof is set forth in Section 3.3(b) of its Disclosure Letter that shows each Subsidiary’s jurisdiction of incorporation, each jurisdiction in which each Subsidiary is in violation qualified and/or licensed to do business, its form of organization, and lists the owner(s) and percentage ownership (direct or indirect) of each Subsidiary. Section 3.3(b) of its Disclosure Letter also lists any provision therein. (b) The Company owns beneficiallycorporation, bank or other business organization of which it or any Subsidiary owns, directly or indirectly, all five percent (5%) or more of the issued and outstanding capital stock or other securities of equity interests, and shows for each such Subsidiary andentity its jurisdiction of incorporation, except as set forth each jurisdiction in which such entity is qualified and/or licensed to do business, its form of organization, and lists the Schedule of Exceptions, does not own an equity interest in any other corporation, partnership or entity, other than in such Subsidiaries. Each outstanding share of capital stock or other securities of each such Subsidiary is duly authorized, validly issued, fully paid and nonassessable (or the foreign equivalent for foreign Subsidiariesowner(s) and each percentage ownership (direct or indirect) of such share or other equity interest owned by the Company or one of its Subsidiaries is free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on the Company's or such other Subsidiary's voting rights, charges and other encumbrances of any nature whatsoeverentity.

Subsidiaries. (a) The Schedule Section 4.7(a) of Exceptions sets forth the name Company Disclosure Letter contains a true, complete and state or accurate list of the name, jurisdiction of incorporation organization, capitalization and schedule of stockholders of each Subsidiary of its Subsidiariesthe Company. Each of such the Company’s Subsidiaries (i) is a corporation or other business legal entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organizationrespective organization (to the extent the “good standing” concept is applicable), (ii) except where the failure to be so organized or in good standing, or have such power or authority, would not have, individually or in the aggregate, a Company Material Adverse Effect. Each of the Company’s Subsidiaries has full the requisite corporate power and authority to carry on its respective business as it is presently being conducted and all necessary government approvals to own, lease and or operate its respective properties and assets and to conduct its business as presently conducted and (iii) assets. Each of the Company’s Subsidiaries is duly qualified or licensed to do business as a foreign corporation and is in good standing in each jurisdiction where the character of the its properties owned, owned or leased or operated by it or the nature of its business makes activities make such qualification or licensing necessary (to the extent the “good standing” concept is applicable), except where the failure to be so qualified or licensed in good standing would not have, individually or in the aggregate, a Company Material Adverse Effect. The Company has furnished or made available to Company’s Subsidiaries are in compliance with the Company true and complete copies provisions of the certificate their respective certificates of incorporation, bylaws or comparable organizational other applicable constituent documents of each of its Subsidiaries, each as amended to date. Such organizational documents are in full force and effect, and no such Subsidiary is in violation of any provision thereinall material respects. (b) The Except as disclosed in Section 4.7(b) of the Company owns beneficiallyDisclosure Letter, all of the outstanding capital stock of, or other security, equity or voting interest in, each Subsidiary of the Company that is owned, directly or indirectly, all of by the issued and outstanding capital stock or other securities of each such Subsidiary and, except as set forth in the Schedule of Exceptions, does not own an equity interest in any other corporation, partnership or entity, other than in such Subsidiaries. Each outstanding share of capital stock or other securities of each such Subsidiary Company (i) is duly authorized, validly issued, issued and fully paid and nonassessable and (ii) is owned, directly or indirectly, by the foreign equivalent Company. (c) There are no outstanding (i) securities of any Subsidiary of the Company convertible into or exchangeable for foreign Subsidiaries) and each such share shares of capital stock of, or other equity or voting interest owned by in, any Subsidiary of the Company, (ii) options, warrants or other rights to acquire from any Subsidiary of the Company, or that obligates any Subsidiary of the Company to issue, sell or one transfer any capital stock of, partnership or similar ownership interests or any other equity or voting interest in, or any securities convertible into or exchangeable for shares of capital stock of, or other equity or voting interest in, any Subsidiary of the Company, (iii) obligations of any Subsidiary of the Company to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar Contract relating to any capital stock of, or other equity or voting interest (including any voting debt) in, any Subsidiary of the Company (the items in clauses (i), (ii) and (iii), together with the capital stock of the Subsidiaries of the Company, being referred to collectively as “Subsidiary Securities”), or (iv) other obligations by any Subsidiary of the Company to make any payments based on the price or value of any shares of any Subsidiary of the Company. Neither the Company nor any of its Subsidiaries is free and clear a party to any Contract that obligates the Company or any of all security interestsits Subsidiaries to repurchase, liens, claims, pledges, options, rights of first refusal, agreements, limitations on the Company's redeem or such other Subsidiary's voting rights, charges and other encumbrances of otherwise acquire any nature whatsoeveroutstanding Subsidiary Securities.

Subsidiaries. (a) The Schedule Each Subsidiary of Exceptions sets forth the name and state or jurisdiction of incorporation of each of its Subsidiaries. Each of such Subsidiaries (i) Company is a corporation or other business entity duly organized, is validly existing and (where applicable) is in good standing (or equivalent concept to the extent applicable) under the laws of the its jurisdiction of its organization, (ii) and has full corporate power and authority and all necessary government approvals organizational powers required to own, lease and operate its properties and assets and to conduct carry on its business as presently conducted and (iii) is duly qualified or licensed to do business as a foreign corporation and is in good standing in each jurisdiction now conducted, except where the character failure of the properties owned, leased or operated by it or the nature of its business makes such qualification or licensing necessary except where failure to be so qualified or licensed has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse EffectEffect on the Company. The Company has furnished or made available to the Company true and complete copies of the certificate of incorporation, bylaws or comparable organizational documents of each of its Subsidiaries, each as amended to date. Such organizational documents are in full force and effect, and no Each such Subsidiary is duly qualified to do business as a foreign entity and is in violation of any provision thereingood standing in each jurisdiction where such qualification is necessary, except for those jurisdictions where failure to be so qualified has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company. (b) The Company owns beneficially, directly or indirectly, all All of the issued and outstanding capital stock or and other voting securities of, and ownership interests in, each Subsidiary of each such Subsidiary and, except as set forth in the Schedule of Exceptions, does not own an equity interest in any other corporation, partnership or entity, other than in such Subsidiaries. Each outstanding share of capital stock or other securities of each such Subsidiary is Company has been duly authorized, validly issued, fully paid and nonassessable and free of preemptive (or similar) rights and is owned by the foreign equivalent for foreign Subsidiaries) Company, directly or indirectly, free and each such share clear of any Lien and free of any transfer restriction (other than transfer restrictions of general applicability as may be provided under the 1933 Act or other equity interest applicable securities laws). Except for shares of capital stock or voting securities of or ownership interests in the Company’s Subsidiaries that are owned by the Company or one a Wholly-Owned Subsidiary of the Company, there are no issued, reserved for issuance or outstanding (i) shares of capital stock or other voting securities of or ownership interests in any Subsidiary of the Company, or securities of the Company or any of its Subsidiaries is free and clear convertible into or exchangeable or exercisable for shares of all security interestscapital stock or other voting securities of or ownership interests in any Subsidiary of the Company, liens(ii) subscriptions, claimswarrants, pledgescalls, optionsoptions or other rights to acquire from the Company or any of its Subsidiaries, or other obligations of the Company or any of its Subsidiaries to issue, any capital stock or other voting securities of or ownership interests in or any securities convertible into or exchangeable or exercisable for, any capital stock or other voting securities of or ownership interests in any Subsidiary of the Company or (iii) restricted shares, stock appreciation rights, performance units, contingent value rights, “phantom” stock or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any capital stock or other voting securities of, or ownership interests in, any Subsidiary of the Company (the items in clauses (i) through (iii) being referred to collectively as the “Company Subsidiary Securities”). There are no outstanding agreements, commitments or obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any Company Subsidiary Securities, or any preemptive rights, subscription rights, anti-dilutive rights, rights of first refusalrefusal or similar rights with respect to any Company Subsidiary Securities. The Company does not directly or indirectly own any material equity or similar interest in, or any interest convertible into or exchangeable or exercisable for any equity or similar interest in, any corporation, partnership, joint venture or other Person other than the Subsidiaries of the Company. There are no outstanding agreements, limitations on commitments or obligations of the Company or any Company Subsidiary to purchase, subscribe for or otherwise acquire equity or similar interests, or make any investment (in the form of loan, capital contribution or similar transaction) in, any corporation, partnership, joint venture or other Person other than any Wholly-Owned Subsidiary of the Company's . (c) All Subsidiaries of the Company and their respective jurisdictions of organization are set forth in Section 4.06(c) of the Company Disclosure Schedule. (d) Each certificate of incorporation and bylaws (or such other Subsidiary's voting rightsequivalent organizational documents) of each Subsidiary of the Company is in full force and effect and the Company has made available to Parent prior to the date hereof a true and complete copy, charges and other encumbrances in all material respects, of each of the foregoing, as in effect as of the date of this Agreement. None of the Subsidiaries of the Company is in violation of any nature whatsoeverof the provisions of its certificate of incorporation or bylaws (or equivalent organizational documents), except as would not reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole.

Subsidiaries. (a) The Schedule Except as set forth in Section 3.2(a) of Exceptions the Company Disclosure Schedule, Exhibit 21.1 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2006 sets forth the name a complete and state or jurisdiction of incorporation correct list of each Subsidiary of its Subsidiaries. the Company as of the date of this Agreement. (b) Each Subsidiary of such Subsidiaries (i) the Company is a corporation or other business entity duly organized, validly existing and in corporate good standing (to the extent such concepts are applicable) under the laws of the jurisdiction of its organizationincorporation, (ii) has full corporate power and authority and all necessary government approvals to own, lease and operate its properties and assets and to conduct its business as presently conducted and (iii) is duly qualified or licensed to do business as a foreign corporation to conduct business, and is in corporate good standing in (to the extent such concepts are applicable), under the laws of each jurisdiction where the character of the properties and other assets owned, leased or operated by it it, or the nature of its business activities, makes such qualification or licensing necessary necessary, except where the failure to be so qualified qualified, licensed or licensed would not havein good standing, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. The Company has furnished or made available to the Company true and complete copies of the certificate of incorporation, bylaws or comparable organizational documents of each of its Subsidiaries, each as amended to date. Such organizational documents are in full force and effect, and no such Subsidiary is in violation of any provision therein. (bc) The Company owns beneficially, directly or indirectly, all All of the issued and outstanding capital stock or other securities of each such Subsidiary and, except as set forth in the Schedule of Exceptions, does not own an equity interest in any other corporation, partnership or entity, other than in such Subsidiaries. Each outstanding share shares of capital stock of, or other securities equity interests in, each Subsidiary of each such Subsidiary is the Company are: (i) duly authorized, validly issued, fully paid paid, and nonassessable non-assessable (to the extent such concepts are applicable); (ii) owned, directly or indirectly, by the foreign equivalent for Company (other than directors’ qualifying shares in the case of foreign Subsidiaries) and each such share or other equity interest owned by the Company or one of its Subsidiaries is free and clear of all security interests, liens, claims, pledgessecurity interests, options, rights of first refusal, agreements, limitations on the Company's or such other Subsidiary's voting rights, charges pledges and other encumbrances of any kind or nature whatsoeverwhatsoever (collectively, “Liens”); and (iii) free of any restriction, including any restriction which prevents the payment of dividends to the Company or any other Subsidiary of the Company, or which otherwise restricts the right to vote, sell or otherwise dispose of such capital stock or other ownership interest, other than restrictions under the Securities Act of 1933, as amended (the “Securities Act”) and state securities Law. (d) None of the Company’s Subsidiaries is required to file any forms, reports or other documents with the U.S. Securities and Exchange Commission (the “SEC”). (e) For purposes of this Agreement, the term “Subsidiary” means, with respect to any party, any corporation or other organization, whether incorporated or unincorporated, of which (i) such party (or any other Subsidiary of such party) is a general partner (excluding partnerships, the general partnership interests in which held by such party or Subsidiary of such party do not have a majority of the voting interest of such partnership) or (ii) at least a majority of the securities or other equity interests having by their terms ordinary voting power to elect a majority of the Board of Directors or others performing similar functions with respect to such corporation or other organization, is directly or indirectly owned or controlled by such party or by any one or more of its Subsidiaries, or by such party and one or more of its Subsidiaries.

Subsidiaries. (a) The Schedule of Exceptions sets forth the name and state or jurisdiction of incorporation of each of its Subsidiaries. Each of such Subsidiaries (i) is Section 7.2(b) of the H▇▇▇▇▇ Disclosure Letter sets forth a corporation complete and accurate list of each Contributed Subsidiary both as of the date of this Agreement and immediately following the H▇▇▇▇▇ Restructuring, together with its jurisdiction of organization and its authorized and outstanding capital stock of, or other business entity equity interests in, each such Subsidiary as of the date hereof. Each Subsidiary of H▇▇▇▇▇ which has title to any Property reasonably expected to be a Contributed Asset and each Contributed Subsidiary is duly organized, validly existing and in good standing under the laws of the its jurisdiction of its organization, organization (iito the extent the “good standing” concept is applicable in the case of any jurisdiction outside the United States) and has full all requisite corporate or similar power and authority and all necessary government approvals to own, lease and operate its properties and assets Properties and to conduct carry on its business portion of the MCD Business as presently currently conducted and (iii) is duly qualified or licensed to do business as a foreign corporation and is in good standing as a foreign corporation or other entity in each jurisdiction where the character ownership or operation of the properties owned, leased or operated by it its assets or the nature conduct of its business makes requires such qualification or licensing necessary (to the extent the “good standing” concept is applicable in the case of any jurisdiction outside the United States), except where failure for any such failures to be so duly organized, validly existing, qualified or licensed would not havein good standing or to have such power or authority that, individually or in the aggregate, would not reasonably be likely to have a H▇▇▇▇▇ Material Adverse Effect. The Company H▇▇▇▇▇ has furnished or made available to the Company true Stratex complete and complete correct copies of the certificate of incorporation, incorporation and the bylaws (or comparable similar organizational documents documents) of each of its the currently existing Contributed Subsidiaries, each as amended to date. Such organizational documents are through the date of this Agreement (the “H▇▇▇▇▇ Governing Documents”) and each H▇▇▇▇▇ Governing Document is in full force and effect, and no such . Each Contributed Subsidiary is in violation compliance with the terms of any provision therein. its certificate of incorporation and bylaws (bor comparable governing instruments) The Company owns beneficiallyas amended through the date of this Agreement. H▇▇▇▇▇ owns, directly or and indirectly, all of the issued right, title and interest in and to, all outstanding capital stock of, or other securities of each such Subsidiary andequity interests in, except as set forth in the Schedule of Exceptions, does not own an equity interest in any other corporation, partnership or entity, other than in such Contributed Subsidiaries. Each All of the outstanding share of capital stock of, or other securities of each such Subsidiary is equity interests in, the Contributed Subsidiaries has been duly authorized, and is validly issued, fully paid and nonassessable non-assessable. (ii) There are no preemptive or the foreign equivalent for foreign Subsidiariesother outstanding rights, options, warrants, conversion rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, redemption rights, repurchase rights, calls, stock based performance units, commitments, Contracts, agreements, arrangements or undertakings of any kind to which any Contributed Subsidiary is a party or by which any of them is bound (i) and each obligating any such share Contributed Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, shares of capital stock or other equity interests in, or any security convertible into, or exercisable or exchangeable for, any capital stock of or other equity interest owned by in, any Contributed Subsidiary or any Voting Debt, (ii) obligating any Contributed Subsidiary to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (iii) that give any Person the Company right to receive any economic benefit or one right similar to or derived from the economic benefits and rights occurring to holders of shares of capital stock of, or other equity interests in, or any security convertible into, or exercisable or exchangeable for, any capital stock of, or other equity interest in, any Contributed Subsidiary, and no such obligations, instruments or securities are authorized, issued or outstanding. There are no voting trusts or other arrangements or understandings to which any Contributed Subsidiary is a party with respect to the voting, the dividend rights or disposition of any capital stock of, or other equity interest in, any Contributed Subsidiary. (iii) H▇▇▇▇▇ and each of its Subsidiaries is that owns, or following the H▇▇▇▇▇ Restructuring, that will own, the outstanding capital stock of, or other equity interest in, the Contributed Subsidiaries, have, or will have following the H▇▇▇▇▇ Restructuring, good and valid title to the outstanding capital stock of, or other equity interests in, the Contributed Subsidiaries, free and clear of all security interestsEncumbrances, liensand upon delivery by H▇▇▇▇▇ and/or any of its Subsidiaries of the outstanding capital stock of, claimsor other equity interests in, pledgesthe Contributed Subsidiaries at the Closing, optionsgood and valid title to the outstanding capital stock of, rights or other equity interests in, the Contributed Subsidiaries, free and clear of first refusalall Encumbrances, agreementsother than those resulting from Newco’s ownership, limitations on will pass to Newco. (iv) Following the Company's H▇▇▇▇▇ Restructuring, no Contributed Subsidiary will own, directly or such indirectly, any capital stock of, or other equity interests in, any Person (other than another Contributed Subsidiary's voting rights) or will have any direct or indirect equity or ownership interest in any business, charges and or will be a member of or participant in any partnership, joint venture or similar Person. Following the H▇▇▇▇▇ Restructuring, there will be no outstanding contractual obligations of the Contributed Subsidiaries to provide funds to, or to make any investment (in the form of a loan, capital contribution or otherwise) in, any other encumbrances of any nature whatsoeverPerson.

Subsidiaries. (a) The Schedule Each Subsidiary of Exceptions sets forth the name and state or jurisdiction of incorporation of each of its Subsidiaries. Each of such Subsidiaries Company (i) is a corporation or other business entity duly organized, validly existing and in good standing (with respect to jurisdictions which recognize such concept) under the laws of the its jurisdiction of its incorporation or organization, (ii) has full corporate all power and authority and all necessary government approvals to own, lease and operate its assets, properties and assets rights and to conduct carry on its business as presently currently conducted and (iii) is duly qualified or licensed to do business as a foreign corporation and is in good standing in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its business activities makes such qualification or licensing necessary necessary, except where failure to be so qualified or licensed in each case as would not havenot, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. The Company has furnished or made available to the Company true Parent true, complete and complete correct copies of the certificate of incorporation, incorporation and bylaws (or comparable similar organizational documents documents) of each Subsidiary of its Subsidiaries, each as amended to date. Such organizational documents are in full force and effectthe Company, and no such Subsidiary is all amendments thereto, as in violation effect as of any provision thereinthe date of this Agreement. (b) The All of the outstanding shares of capital stock of, or other equity interests in, each Subsidiary of the Company owns beneficiallyhave been duly authorized and validly issued and are fully paid and nonassessable and were issued in material compliance with all applicable securities Laws. All of the outstanding capital stock or securities of, or other equity interests in, each of the Subsidiaries of the Company, is owned, directly or indirectly, all by the Company, and is owned free and clear of the issued any Encumbrance and outstanding capital stock or other securities free of each such Subsidiary and, except as set forth in the Schedule of Exceptions, does not own an equity interest in any other corporation, partnership limitation or entityrestriction, other than Permitted Encumbrances and transfer restrictions imposed by applicable securities Laws. (c) Section 3.3(c) of the Company Disclosure Letter (i) lists (A) each Subsidiary of the Company, (B) its jurisdiction of incorporation or organization, (C) the location of its principal executive office and (D) the interests held by the Company and any third party in such Subsidiaries. Each outstanding share of capital stock or other securities of each such a Subsidiary that is duly authorized, validly issued, fully paid and nonassessable (or the foreign equivalent for foreign Subsidiaries) and each such share or other equity interest not wholly owned by the Company or one of its Subsidiaries and (ii) sets forth all capital stock or other equity interest in any entity that is free and clear of all security interestsowned, liensdirectly or indirectly, claimsby the Company (other than capital stock of, pledgesor other equity interests in, options, rights of first refusal, agreements, limitations on the Company's or such other Subsidiary's voting rights, charges and other encumbrances of any nature whatsoeverits Subsidiaries).

Subsidiaries. The entities listed in Exhibit 21.1 to the Registration Statement (athe “Subsidiaries”) The Schedule are the only subsidiaries of Exceptions sets forth the name and state Company or jurisdiction of incorporation of each of its Subsidiariesentities in which the Company owns a controlling interest. Each of such the Subsidiaries (i) has been duly formed and is a corporation or other business entity duly organized, validly existing and as a limited liability company, in each case in good standing under the laws of the jurisdiction of its organization, (ii) has full corporate with power and authority and all necessary government approvals to own, lease and operate own its properties and assets and to conduct its business as presently conducted described in each of the Registration Statement, the Pricing Disclosure Materials and (iii) is the Final Prospectus, and has been duly qualified or licensed to do business as a foreign corporation entity for the transaction of business and is in good standing under the laws of each other jurisdiction in each jurisdiction which it owns or leases properties or conducts any business so as to require such qualification, except where the character of the properties owned, leased or operated by it or the nature of its business makes such qualification or licensing necessary except where failure to so qualify or be so qualified or licensed in good standing would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. The Company has furnished or made available to the Company true and complete copies of the certificate of incorporation, bylaws or comparable organizational documents of each of its Subsidiaries, each as amended to date. Such organizational documents are in full force and effect, and no such Subsidiary is in violation of any provision therein. (b) The Company owns beneficially, directly or indirectly, all All of the issued and outstanding capital stock or other securities equity interests of each such Subsidiary and, except as set forth of the Subsidiaries in the Schedule of Exceptions, does not own an equity interest in any other corporation, partnership or entity, other than in such Subsidiaries. Each outstanding share of capital stock or other securities of each such Subsidiary is case have been duly authorized, authorized and validly issued, issued and are fully paid and nonassessable (nonassessable; no such equity interests were issued in violation of the preemptive or the foreign equivalent for foreign Subsidiaries) and each such share or other equity interest owned by similar rights of any security holder of the Company or one its Subsidiaries. All such equity interests are owned, directly or through other Subsidiaries of its Subsidiaries is the Company, by the Company, free and clear of all any pledge, lien, encumbrance, security interestsinterest, liens, claims, pledges, options, rights of first refusal, agreements, limitations restriction on the Company's voting or such transfer or any other Subsidiary's voting rights, charges and other encumbrances claim of any nature whatsoeverthird party; all of the issued equity interests of each subsidiary of the Company in each case have been issued in compliance with U.S. federal and state securities laws; and conform in all material respects, to the description thereof contained in the Registration Statement, the Pricing Disclosure Materials and the Final Prospectus.

Subsidiaries. (a) The Section 2.5(a) of the Company Disclosure Schedule of Exceptions sets forth the name and state or jurisdiction of incorporation of each of its Subsidiaries. Each of such Subsidiaries forth: (i) the name of each Company Subsidiary; (ii) the number and type of outstanding equity securities of each Company Subsidiary and a list of the holders thereof; (iii) the jurisdiction of organization of each Company Subsidiary; (iv) the names of the officers and directors of each Company Subsidiary; and (v) the jurisdictions in which each Company Subsidiary is qualified or holds licenses to do business as a foreign corporation or other business entity. For purposes of this Agreement, a “Subsidiary” shall mean any corporation, partnership, joint venture or other entity in which a Party has, directly or indirectly, an equity interest representing 50% or more of the equity securities thereof or other equity interests therein; a “Company Subsidiary” is a Subsidiary of the Company and a “Parent Subsidiary” is a Subsidiary of the Parent. (b) Each Company Subsidiary is an entity duly organized, validly existing and in corporate and tax good standing under the laws of the jurisdiction of its organization, (ii) has full corporate power and authority and all necessary government approvals to own, lease and operate its properties and assets and to conduct its business as presently conducted and (iii) incorporation. Each Company Subsidiary is duly qualified or licensed to do conduct business as a foreign corporation and is in corporate and tax good standing in under the laws of each jurisdiction where the character of the properties owned, leased or operated by it or in which the nature of its business makes such businesses or the ownership or leasing of its properties requires qualification or licensing necessary to do business, except where the failure to be so qualified or licensed would not havein good standing, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. Each Company Subsidiary has all requisite power and authority to carry on the businesses in which it is engaged and to own and use the properties owned and used by it. The Company has furnished delivered or made available to the Company true Parent complete and complete accurate copies of the certificate of incorporationcharter, bylaws or comparable other organizational documents of each of its Subsidiaries, each as amended to dateCompany Subsidiary. Such organizational documents are in full force and effect, and no such No Company Subsidiary is in default under or in violation of any provision therein. (b) The Company owns beneficiallyof its charter, directly bylaws or indirectly, all other organizational documents. All of the issued and outstanding capital stock or other equity securities of each such Company Subsidiary and, except as set forth in the Schedule of Exceptions, does not own an equity interest in any other corporation, partnership or entity, other than in such Subsidiaries. Each outstanding share of capital stock or other securities of each such Subsidiary is (i) are duly authorized, validly issued, fully paid paid, nonassessable and nonassessable free of preemptive rights, (or the foreign equivalent for foreign Subsidiariesii) are held of record and each such share or other equity interest owned beneficially by either the Company or one of its Subsidiaries is any other Company Subsidiary and (iii) are held or owned free and clear of all security interests, liensany restrictions on transfer (other than restrictions under the Securities Act and state or other applicable securities laws), claims, pledgesSecurity Interests, options, warrants, rights, contracts, calls, commitments, equities and demands. Except as set forth in Section 2.5(b) of the Company Disclosure Schedule, there are no outstanding or authorized options, warrants, rights, agreements or commitments to which the Company or any Company Subsidiary is a party or which are binding on any of them providing for the issuance, disposition or acquisition of any equity securities of any Company Subsidiary. There are no outstanding stock appreciation, phantom stock or similar rights with respect to any Company Subsidiary. To the knowledge of first refusal, agreements, limitations on the Company's , there are no voting trusts, proxies or such other Subsidiary's agreements or understandings with respect to the voting rights, charges and other encumbrances of any nature whatsoeverequity securities of any Company Subsidiary. (c) Except as set forth in Section 2.5(c) of the Company Disclosure Schedule, the Company does not control directly or indirectly or have any direct or indirect equity participation or similar interest in any corporation, partnership, limited liability company, joint venture, trust or other business association which is not a Company Subsidiary.

Subsidiaries. (a) The Section 2.5(a) of the Company Disclosure Schedule of Exceptions sets forth the name and state or jurisdiction of incorporation of each Company Subsidiary. For purposes of its Subsidiaries. Each this Agreement, a “Subsidiary” shall mean any corporation, partnership, joint venture or other entity in which a Party has, directly or indirectly, an equity interest representing 50% or more of such Subsidiaries (i) the equity securities thereof or other equity interests therein; a “Company Subsidiary” is a corporation Subsidiary of the Company and a “Parent Subsidiary” is a Subsidiary of the Parent. The Company owns beneficially and of record all outstanding shares or other business equity interests of each Company Subsidiary. (b) Each Company Subsidiary is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (ii) has full corporate power and authority and all necessary government approvals to own, lease and operate its properties and assets and to conduct its business as presently conducted and (iii) incorporation. Each Company Subsidiary is duly qualified or licensed to do conduct business as a foreign corporation and is in corporate and tax good standing in under the laws of each jurisdiction where the character of the properties owned, leased or operated by it or in which the nature of its business makes such businesses or the ownership or leasing of its properties requires qualification or licensing necessary to do business, except where the failure to be so qualified or licensed would not havein good standing, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. Each Company Subsidiary has all requisite power and authority to carry on the businesses in which it is engaged and to own and use the properties owned and used by it. The Company has furnished delivered or made available to the Company true Parent complete and complete accurate copies of the certificate of incorporationcharter, bylaws or comparable other organizational documents of each of its Subsidiaries, each as amended to dateCompany Subsidiary. Such organizational documents are in full force and effect, and no such No Company Subsidiary is in default under or in violation of any provision therein. (b) The Company owns beneficiallyof its charter, directly bylaws or indirectly, all other organizational documents. All of the issued and outstanding capital stock or other equity securities of each such Company Subsidiary and, except as set forth in the Schedule of Exceptions, does not own an equity interest in any other corporation, partnership or entity, other than in such Subsidiaries. Each outstanding share of capital stock or other securities of each such Subsidiary is are duly authorized, validly issued, fully paid paid, nonassessable and nonassessable (free of preemptive rights and held of record or the foreign equivalent for foreign Subsidiaries) and each such share or other equity interest owned beneficially by either the Company or one of its Subsidiaries is any other Company Subsidiary, free and clear of all security interests, liensany restrictions on transfer (other than restrictions under the Securities Act and state or other applicable securities laws), claims, pledgesSecurity Interests, options, warrants, rights, contracts, calls, commitments, equities and demands. Except as set forth in Section 2.5(b) of the Company Disclosure Schedule, there are no outstanding or authorized options, warrants, rights, agreements or commitments to which the Company or any Company Subsidiary is a party or which are binding on any of them providing for the issuance, disposition or acquisition of any equity securities of any Company Subsidiary. There are no outstanding stock appreciation, phantom stock or similar rights with respect to any Company Subsidiary. To the knowledge of first refusal, agreements, limitations on the Company's , there are no voting trusts, proxies or such other Subsidiary's agreements or understandings with respect to the voting rights, charges and other encumbrances of any nature whatsoeverequity securities of any Company Subsidiary. (c) Except as set forth in Section 2.5(c) of the Company Disclosure Schedule, the Company does not control directly or indirectly or have any direct or indirect equity participation or similar interest in any corporation, partnership, limited liability company, joint venture, trust or other business association which is not a Company Subsidiary.

Subsidiaries. (a) The Schedule Section 6.7(a) of Exceptions the Parent Disclosure Letter sets forth a complete and correct list of each Subsidiary of Parent together with the name and state or jurisdiction of incorporation or formation of each such Subsidiary, the form of its Subsidiaries. Each organization of each such Subsidiaries (i) is a corporation Subsidiary, the authorized and issued capital stock, voting securities or other business entity ownership interests of each such Subsidiary and the name of each holder thereof. (b) Each Subsidiary of Parent has been duly organized, is validly existing and in good standing (except with respect to jurisdictions that do not recognize the concept of good standing) under the laws Laws of the jurisdiction of its organizationincorporation or formation, (ii) and has full corporate power all requisite power, Governmental Authorizations and authority and all necessary government approvals to own, lease and operate its properties and assets and to conduct carry on its business as presently conducted and (iii) now conducted, except where the failure to be in good standing or possess such Governmental Authorizations would not have a Parent Material Adverse Effect. Each such Subsidiary of Parent is duly qualified or licensed to do business as a foreign corporation or other entity to do business, and is in good standing in each jurisdiction where the character of the its properties or assets owned, leased or operated by it or the nature of its business activities makes such qualification or licensing necessary necessary, except where the failure to be so qualified or licensed and in good standing would not have, individually or in the aggregate, have a Parent Material Adverse Effect. The Company Parent has furnished or heretofore made available to the Company Oceanbulk Companies true and complete copies of the articles of incorporation, bylaws, certificates of formation, certificate of incorporation, bylaws limited liability company agreement (or comparable organizational documents organization documents, as applicable) of each of its Subsidiaries, each as amended to date. Such organizational documents are in full force and effect, and no such Subsidiary is in violation of any provision therein. (bc) The Company owns beneficiallyAll of the outstanding shares of capital stock of, or voting securities of, or other ownership interests in, each Subsidiary of Parent, is owned by Parent directly or indirectly, free and clear of any Liens (other than Parent Permitted Liens). There are no issued, reserved for issuance or outstanding (i) securities of any of Parent’s Subsidiaries convertible into, or exchangeable or exercisable for, shares of capital stock or other voting securities of, or ownership interests in, any Parent Subsidiary, (ii) warrants, calls, options or other rights to acquire from any of Parent’s Subsidiaries, or other obligations of any of Parent’s Subsidiaries to issue, any capital stock or other voting securities of, or ownership interests in, or any securities convertible into, or exchangeable or exercisable for, any capital stock or other voting securities of, or ownership interests in, any Subsidiary of Parent, or (iii) restricted shares, stock appreciation rights, performance units, contingent value rights, “phantom” stock or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, all of on the issued and outstanding value or price of, any capital stock or other voting securities of, or ownership interests in, any Subsidiary of Parent (the items in clauses (i) through (iii), together with all of the outstanding capital stock of, or other voting securities of, or ownership interests in, each such Subsidiary andof Parent, except being referred to collectively as the “Parent Subsidiary Securities”). Except as set forth in Section 6.7(c) of the Schedule Parent Disclosure Letter, none of Exceptionsthe Subsidiaries of Parent owns, does not own an directly or indirectly, any equity interest or other ownership interests in any Person, except for other corporation, partnership Subsidiaries of Parent as set forth in Section 6.7(a) of the Parent Disclosure Letter. There are no outstanding obligations of Parent or entity, other than in such Subsidiaries. Each outstanding share of capital stock or other securities of each such Subsidiary is duly authorized, validly issued, fully paid and nonassessable (or the foreign equivalent for foreign Subsidiaries) and each such share or other equity interest owned by the Company or one any of its Subsidiaries is free and clear to repurchase, redeem or otherwise acquire any of all security intereststhe Parent Subsidiary Securities. Except as set forth in Section 6.7(c) of the Parent Disclosure Letter, liensneither Parent nor the Subsidiaries of Parent are subject to any obligation or requirement to provide funds to or make any investment (in the form of a loan, claims, pledges, options, rights of first refusal, agreements, limitations on the Company's capital contribution or such other Subsidiary's voting rights, charges and other encumbrances of otherwise) in any nature whatsoeverPerson.

Subsidiaries. (a) The Section 4.2 of the Company Disclosure Schedule of Exceptions sets forth (i) the name and state of each Subsidiary of the Company; (ii) the name of each corporation, partnership, joint venture or jurisdiction other entity (other than such Subsidiaries) in which the Company or any of incorporation its Subsidiaries has, or pursuant to any agreement has the right or obligation to acquire at any time by any means, directly or indirectly, an equity interest or investment; (iii) in the case of each of its Subsidiaries. Each of such Subsidiaries corporations described in clauses (i) is and (ii) above, (A) the jurisdiction of incorporation, (B) the percentage of each class of voting capital stock owned by the Company or any of its Subsidiaries, (C) a corporation description of any contractual limitations on the holder's ability to vote or alienate such securities, (D) a description of any outstanding options or other business rights to acquire securities of such corporation, and (E) a description of any other contractual charge or impediment which would limit or impair the Company's or any of its Subsidiaries' ownership of such entity or interest or its ability effectively to exercise the full rights of ownership of such entity or interest; and (iv) in the case of each of such unincorporated entities, information substantially equivalent to that provided pursuant to clause (iii) above with regard to corporate entities. (b) Each Subsidiary of the Company listed in Section 4.2 of the Company Disclosure Schedule has been duly organized, is validly existing and in good standing under the laws of the jurisdiction of its organization, (ii) has full the corporate power and authority to own and all necessary government approvals to own, lease and operate its properties and assets and to conduct its business as presently conducted and (iii) is duly registered, qualified or licensed and authorized to do transact business as a foreign corporation and is in good standing in each jurisdiction where in which the character conduct of the properties owned, leased or operated by it its business or the nature of its business makes properties requires such registration, qualification or licensing necessary authorization, except where the failure to be so qualified registered, qualified, authorized or licensed in good standing would not have, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company has furnished or made available to the Company true and complete copies of the certificate of incorporation, bylaws or comparable organizational documents of each of its Subsidiaries, each as amended to date. Such organizational documents are in full force and effect, and no such Subsidiary is in violation of any provision therein. (b) The Company owns beneficially, directly or indirectly, all All of the issued and outstanding capital stock equity or other securities participating interests of each such Subsidiary have been duly authorized and validly issued, are fully paid and non-assessable, and, to the extent owned by the Company as indicated on Section 4.2 of the Company Disclosure Schedule, are owned free and clear of any Lien, Restriction or equity, except as set forth in Section 4.2 of the Schedule Company Disclosure Schedule. Except as set forth on Section 4.2 of Exceptionsthe Company Disclosure Schedule, does not own an equity interest in there are no outstanding options, warrants, agreements, conversion rights, preemptive rights or other rights to subscribe for, purchase or otherwise acquire any other corporation, partnership issued or entity, other than in such Subsidiaries. Each outstanding share unissued shares of capital stock or other securities of each such Subsidiary is duly authorized, validly issued, fully paid and nonassessable (or the foreign equivalent for foreign Subsidiaries) and each such share or other equity interest owned by the Company or one of its Subsidiaries is free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on the Company's or such other Subsidiary's voting rights, charges and other encumbrances of any nature whatsoeverSubsidiary.

Subsidiaries. (a) The Section 2.5 of the Company Disclosure Schedule of Exceptions sets forth the name and state or jurisdiction of incorporation of each of its Subsidiaries. Each of such Subsidiaries (i) the name of each corporation, partnership, joint venture or other entity in which any Company Entity has, directly or indirectly, an equity interest representing fifty percent (50%) or more of the equity interests therein (collectively, the “Subsidiaries”), (ii) the number and type of outstanding equity securities of each Subsidiary, and the number of shares held, directly or indirectly, by any person, and (iii) the jurisdiction of organization of each Subsidiary. No Company Entity has a direct or indirect ownership interest in any corporation, partnership, joint venture or other entity other than a Subsidiary. (b) Each Subsidiary is a corporation or other business entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (ii) has full corporate power and authority and all necessary government approvals to own, lease and operate its properties and assets and to conduct its business as presently conducted and (iii) incorporation. Each Subsidiary is duly qualified or licensed to do conduct business as a foreign corporation and is in good standing in under the laws of each jurisdiction where the character of the properties owned, leased or operated by it or in which the nature of its business makes businesses or the ownership or leasing of its properties requires such qualification or licensing necessary qualification, except where the failure to be so qualified or licensed in good standing has not had and would not have, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. The Each Subsidiary has all requisite corporate power and authority to carry on the businesses in which it is engaged and to own and use the properties owned and used by it. All of the issued and outstanding shares of capital stock of each Subsidiary are duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights. There are no outstanding options, warrants, rights, agreements or commitments to which Parent, Parent GH, Parent Brazil or any Company has furnished Entity is a party or made available which are binding on any of them providing for the issuance, disposition or acquisition of any capital stock of any Subsidiary. There are no outstanding stock appreciation, phantom stock or similar rights with respect to any Subsidiary. There are no voting trusts, proxies or other agreements or understandings with respect to the Company true and complete copies of the certificate of incorporation, bylaws or comparable organizational documents of each of its Subsidiaries, each as amended to date. Such organizational documents are in full force and effect, and no such Subsidiary is in violation voting of any provision therein. (b) The Company owns beneficially, directly or indirectly, all capital stock of any Subsidiary. All of the issued and outstanding capital stock or other voting securities of each such Subsidiary and, except as set forth in the Schedule of Exceptions, does not own an equity interest in any other corporation, partnership or entity, (other than in such Subsidiaries. Each outstanding share of capital stock or other securities of each such Subsidiary Company PR) is duly authorized, validly issued, fully paid and nonassessable (or the foreign equivalent for foreign Subsidiaries) and each such share or other equity interest owned by the Company Company, directly or one of its Subsidiaries is indirectly, free and clear of all security interestsany Encumbrance. As of the date hereof, liensthere is no action, claimssuit, pledgesproceeding, optionsclaim, rights arbitration or investigation involving any Company Entity on one side and any other prior holder of first refusal, agreements, limitations equity or ownership interests in a Subsidiary (a “Third Party Equity Holder”) on the other side which is pending or, to the Company's or such other Subsidiary's voting rights’s knowledge, charges threatened against any Company Entity by a Third Party Equity Holder. (c) The Company owns beneficially and other encumbrances of record, and has good and valid title to the Company Malaysia Shares, free and clear of any nature whatsoeverEncumbrance. Upon payment in full of the Company Malaysia Purchase Price, good and valid title to the Company Malaysia Shares will pass to CayCo Buyer, free and clear of any Encumbrances. There are no agreements to which the Company is a party or by which it is bound with respect to the voting (including voting trusts or proxies) or registration under the Securities Act of any of the Company Malaysia Shares.

Subsidiaries. (ai) The Schedule authorized capital stock of Exceptions sets forth the name Columbia Bank consists of 1,000,000 shares of common stock, par value $1.00 per share and state or jurisdiction 1,000,000 shares of incorporation preferred stock, par value $1.00 per share, of each which 100 shares of its Subsidiariescommon stock are issued and outstanding and are owned by Columbia Financial and were issued in full compliance with all applicable laws and are owned by Columbia Financial free and clear of all liens and encumbrances. (ii) Columbia Bank MHC has no direct Subsidiaries other than Columbia Financial. Columbia Financial has no direct Subsidiaries other than Columbia Bank. Each of such Columbia Bank’s Subsidiaries (i) is a corporation or other business entity duly organized, organized and validly existing and in good standing under the laws of the its jurisdiction of its organizationincorporation, (ii) has full all requisite corporate power and authority and all necessary government approvals to own, lease and operate its properties and assets and to conduct its the business as presently currently being conducted by it and (iii) is duly qualified or licensed to do business as a foreign corporation to transact business and is in good standing in each jurisdiction where in which the character of the properties owned, owned or leased or operated by it or the nature of its the business conducted by it makes such qualification or licensing necessary necessary, except where the failure to be so qualified or licensed and in good standing would not have, individually or in the aggregate, have a Material Adverse Effect. The Company has furnished or made available to the Company true and complete copies of the certificate of incorporation, bylaws or comparable organizational documents of each of its Subsidiaries, each Effect on Columbia considered as amended to date. Such organizational documents are in full force and effect, and no such Subsidiary is in violation of any provision thereina whole. (biii) The Company owns beneficially, directly or indirectly, all of the issued and outstanding capital stock or other securities of each such Subsidiary and, except as set forth in the Schedule of Exceptions, does not own an equity interest in any other corporation, partnership or entity, other than in such Subsidiaries. Each outstanding share shares of capital stock or other securities of each such Subsidiary is duly authorized, of Columbia Bank have been validly authorized and are validly issued, fully paid and nonassessable (nonassessable. No shares of capital stock of Columbia Bank or the foreign equivalent for foreign Subsidiaries) and each such share any Subsidiary of Columbia Bank are or may be required to be issued by virtue of any options, warrants or other rights, no securities exist that are convertible into or exchangeable for shares of such capital stock or any other debt or equity interest owned by security of any Subsidiary, and there are no contracts, commitments, agreements or understandings of any kind for the Company issuance of additional shares of capital stock or one other debt or equity security of its Subsidiaries is free and clear of all security interests, liens, claims, pledges, any Subsidiary or options, warrants or other rights with respect to such securities. (iv) Columbia Bank is an “insured depository institution” as defined in the Federal Deposit Insurance Act and the applicable regulations thereunder and no other Subsidiary of first refusal, agreements, limitations on the Company's or such other Subsidiary's voting rights, charges and other encumbrances of any nature whatsoeverColumbia is an “insured depository institution.”

Subsidiaries. (a) The Section 4.2 of the Company Disclosure Schedule of Exceptions sets forth (i) the name and state of each Subsidiary of the Company; (ii) the name of each corporation, partnership, joint venture or jurisdiction other entity (other than such Subsidiaries) in which the Company or any of incorporation its Subsidiaries has, or pursuant to any agreement has the right or obligation to acquire at any time by any means, directly or indirectly, an equity interest or investment; (iii) in the case of each of its Subsidiaries. Each of such Subsidiaries corporations described in clauses (i) is and (ii) above, (A) the jurisdiction of incorporation, (B) the percentage of each class of voting capital stock owned by the Company or any of its Subsidiaries, (C) a corporation description of any contractual limitations on the holder's ability to vote or alienate such securities, (D) a description of any outstanding options or other business rights to acquire securities of such corporation, and (E) a description of any other contractual charge or impediment which would limit or impair the Company's or any of its Subsidiaries' ownership of such entity or interest or its ability effectively to exercise the full rights of ownership of such entity or interest; and (iv) in the case of each of such unincorporated entities, information substantially equivalent to that provided pursuant to clause (iii) above with regard to corporate entities. (b) Each Subsidiary of the Company has been duly organized, is validly existing and in good standing under the laws of the jurisdiction of its organization, (ii) has full the corporate power and authority to own and all necessary government approvals to own, lease and operate its properties and assets and to conduct its business as presently conducted and (iii) is duly registered, qualified or licensed and authorized to do transact business as a foreign corporation and is in good standing in each jurisdiction where in which the character conduct of the properties owned, leased or operated by it its business or the nature of its business makes properties requires such registration, qualification or licensing necessary authorization, except where the failure to be so qualified registered, qualified, authorized or licensed in good standing would not have, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company has furnished or made available to the Company true and complete copies of the certificate of incorporation, bylaws or comparable organizational documents of each of its Subsidiaries, each as amended to date. Such organizational documents are in full force and effect, and no such Subsidiary is in violation of any provision therein. (b) The Company owns beneficially, directly or indirectly, all All of the issued and outstanding capital stock equity or other securities participating interests of each such Subsidiary and, except as set forth in the Schedule of Exceptions, does not own an equity interest in any other corporation, partnership or entity, other than in such Subsidiaries. Each outstanding share of capital stock or other securities of each such Subsidiary is have been duly authorized, authorized and validly issued, are fully paid and nonassessable (or non-assessable, and, to the foreign equivalent for foreign Subsidiaries) and each such share or other equity interest extent owned by the Company or one as indicated on Section 4.2 of its Subsidiaries is the Company Disclosure Schedule, are owned free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on the Company's or such other Subsidiary's voting rights, charges and other encumbrances of any nature whatsoever.and

Subsidiaries. (a) The Schedule Section 3.2(a) of Exceptions the Company Disclosure Letter sets forth (i) each Subsidiary of the name Company (individually, a “Company Subsidiary” and state or collectively, the “Company Subsidiaries”) and (ii) each Company Subsidiary’s jurisdiction of incorporation of each of its Subsidiariesor organization. Each of such Subsidiaries (i) Company Subsidiary is a corporation duly incorporated or a limited liability company, partnership or other business entity duly organized, organized and is validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization, (ii) as the case may be, and has full all requisite corporate or other power and authority and all necessary government approvals authority, as the case may be, to own, lease and operate its properties and assets and to conduct carry on its business as presently conducted and (iii) now being conducted. Each Company Subsidiary is duly qualified or licensed to do business as a foreign corporation and is in good standing in each jurisdiction where the character of the properties owned, leased or operated by it or in which the nature of its business or the ownership, leasing or operation of its properties makes such qualification or licensing necessary necessary, except where for those jurisdictions in which the failure to be so qualified or licensed would not haveor to be in good standing, individually or in the aggregate, has not resulted in and would not reasonably be expected to result in a Material Adverse EffectEffect on the Company. The Company has furnished or made available to the Company true Parent true, correct and complete copies of the certificate of incorporation, bylaws or comparable organizational documents Constituent Documents of each of its Subsidiariesmaterial Company Subsidiary, each as amended to date. Such organizational documents are and in full force and effect, and no such Subsidiary is in violation effect on the date of any provision thereinthis Agreement. (b) The Company owns beneficiallyis, directly or indirectly, the record and Beneficial Owner of all of the issued and outstanding capital stock or other securities Securities of each such Subsidiary andCompany Subsidiary, except as set forth in the Schedule free and clear of Exceptions, does not own an equity interest in any Liens and free of any other corporationlimitation or restriction (including any limitation or restriction on the right to vote, partnership sell, transfer or entity, other than in otherwise dispose of the Securities). All of such Subsidiaries. Each outstanding share of capital stock or other securities of each such Subsidiary is Securities so owned by the Company have been duly authorized, validly issued, fully paid and nonassessable (and no such shares have been issued in violation of any preemptive or similar rights). Except for the foreign equivalent for foreign Securities of the Company Subsidiaries) and each such share , the Company does not own, directly or indirectly, any Securities or other equity interest owned by the Company or one of its Subsidiaries is free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on the Company's or such other Subsidiary's voting rights, charges and other encumbrances of ownership interests in any nature whatsoeverPerson.

Subsidiaries. (a) The Section 2.5(a) of the Company Disclosure Schedule of Exceptions sets forth the name and state or jurisdiction of incorporation of each of its Subsidiaries. Each of such Subsidiaries forth: (i) the name of each Company Subsidiary; (ii) the number and type of outstanding equity securities of each Company Subsidiary and a list of the holders thereof; (iii) the jurisdiction of organization of each Company Subsidiary; (iv) the names of the officers and directors of each Company Subsidiary; and (v) the jurisdictions in which each Company Subsidiary is qualified or holds licenses to do business as a foreign corporation or other business entity. For purposes of this Agreement, a “Subsidiary” shall mean any corporation, partnership, joint venture or other entity in which a Party has, directly or indirectly, an equity interest representing 50% or more of the equity securities thereof or other equity interests therein; a “Company Subsidiary” is a Subsidiary of the Company and a “Parent Subsidiary” is a Subsidiary of the Parent. (b) Each Company Subsidiary is an entity duly organized, validly existing and in corporate and tax good standing under the laws of the jurisdiction of its organization, (ii) has full corporate power and authority and all necessary government approvals to own, lease and operate its properties and assets and to conduct its business as presently conducted and (iii) incorporation. Each Company Subsidiary is duly qualified or licensed to do conduct business as a foreign corporation and is in corporate and tax good standing in under the laws of each jurisdiction where the character of the properties owned, leased or operated by it or in which the nature of its business makes such businesses or the ownership or leasing of its properties requires qualification or licensing necessary to do business, except where the failure to be so qualified or licensed would not havein good standing, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. Each Company Subsidiary has all requisite power and authority to carry on the businesses in which it is engaged and to own and use the properties owned and used by it. The Company has furnished delivered or made available to the Company true Parent complete and complete accurate copies of the certificate of incorporationcharter, bylaws or comparable other organizational documents of each of its Subsidiaries, each as amended to dateCompany Subsidiary. Such organizational documents are in full force and effect, and no such No Company Subsidiary is in default under or in violation of any provision therein. (b) The Company owns beneficiallyof its charter, directly bylaws or indirectly, all other organizational documents. All of the issued and outstanding capital stock or other equity securities of each such Company Subsidiary and, except as set forth in the Schedule of Exceptions, does not own an equity interest in any other corporation, partnership or entity, other than in such Subsidiaries. Each outstanding share of capital stock or other securities of each such Subsidiary is are duly authorized, validly issued, fully paid paid, nonassessable and nonassessable (free of preemptive rights. All equity securities of each Company Subsidiary that are held of record or the foreign equivalent for foreign Subsidiaries) and each such share or other equity interest owned beneficially by either the Company or one of its Subsidiaries is any other Company Subsidiary are held or owned free and clear of all security interests, liensany restrictions on transfer (other than restrictions under the Securities Act and state or other applicable securities laws), claims, pledgesSecurity Interests, options, warrants, rights, contracts, calls, commitments, equities and demands. Except as set forth in Section 2.5(b) of the Company Disclosure Schedule, there are no outstanding or authorized options, warrants, rights, agreements or commitments to which the Company or any Company Subsidiary is a party or which are binding on any of them providing for the issuance, disposition or acquisition of any equity securities of any Company Subsidiary. There are no outstanding stock appreciation, phantom stock or similar rights with respect to any Company Subsidiary. To the knowledge of first refusal, agreements, limitations on the Company's , there are no voting trusts, proxies or such other Subsidiary's agreements or understandings with respect to the voting rights, charges and other encumbrances of any nature whatsoeverequity securities of any Company Subsidiary. (c) Except as set forth in Section 2.5(c) of the Company Disclosure Schedule, the Company does not control directly or indirectly or have any direct or indirect equity participation or similar interest in any corporation, partnership, limited liability company, joint venture, trust or other business association which is not a Company Subsidiary.

Subsidiaries. (a) The Schedule of Exceptions 5.04 hereto correctly sets forth as of December 31, 2019 the name names and state jurisdictions of formation of all Subsidiaries of the Borrower and states whether each is or jurisdiction is not a Consolidated Subsidiary. Except for shares of incorporation capital stock or partnership interests in a Subsidiary required by Applicable Laws to be held by a director or comparable official of that Subsidiary and unless otherwise indicated in Schedule 5.04 or where the failure to own all of the shares of capital stock or partnership interests in such Subsidiary would have a Material Adverse Effect, all of the outstanding shares of capital stock or partnership interests of each Subsidiary are owned beneficially by the Borrower, and, to the knowledge of its Subsidiaries. the Borrower, all securities and interests so owned are duly authorized, validly issued, fully paid, non-assessable, and issued in compliance with all applicable state and federal securities and other Laws, and are free and clear of all Liens and Rights of Others. (b) Each of such Subsidiaries (i) Subsidiary is a corporation or other business legal entity duly organizedformed, validly existing existing, and in good standing under the laws of the its jurisdiction of its organizationformation, (ii) has full corporate power and authority and all necessary government approvals to own, lease and operate its properties and assets and to conduct its business as presently conducted and (iii) is duly qualified or licensed to do business as a foreign corporation and is in good standing in each jurisdiction where in which the character of the properties owned, leased or operated by it or the nature conduct of its business or the ownership or leasing of its properties makes such qualification or licensing necessary necessary, except where the failure to be so duly qualified or licensed and in good standing would not have, individually or in the aggregate, have a Material Adverse Effect. The Company has furnished or made available to the Company true and complete copies of the certificate of incorporation, bylaws or comparable organizational documents of each of its Subsidiaries, each as amended to date. Such organizational documents are in full force and effect, and no such has all requisite legal power and authority to (i) conduct its business and (ii) own and lease its properties, except in the cases of clause (i) and (ii), where the failure to do so would not have a Material Adverse Effect. (c) Each Subsidiary is in violation of compliance with all Laws and other legal requirements applicable to its business and has obtained all authorizations, consents, approvals, orders, licenses, and permits from, and has accomplished all filings, registrations, and qualifications with, or obtained exemptions from any provision therein. (b) The Company owns beneficially, directly or indirectly, all of the issued and outstanding capital stock or other securities foregoing from, any Governmental Authority that are necessary for the transaction of each such Subsidiary andits business, except as set forth in where the Schedule of Exceptions, does not own an equity interest in any other corporation, partnership or entity, other than failure to be in such Subsidiaries. Each outstanding share of capital stock compliance, obtain such authorizations, consents, approvals, orders, licenses, and permits, accomplish such filings, registrations, and qualifications, or other securities of each obtain such Subsidiary is duly authorizedexemptions, validly issued, fully paid and nonassessable (or the foreign equivalent for foreign Subsidiaries) and each such share or other equity interest owned by the Company or one of its Subsidiaries is free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on the Company's or such other Subsidiary's voting rights, charges and other encumbrances of any nature whatsoeverwould have a Material Adverse Effect.

Subsidiaries. (a) The Schedule of Exceptions sets forth the name and state or jurisdiction of incorporation of each of its Subsidiaries. Each of such Subsidiaries (i) Each Subsidiary of the Company is a corporation or other business entity duly organizedincorporated, validly existing and in good standing under the laws of the its jurisdiction of its organization, (ii) incorporation. Each Subsidiary has full all corporate power and authority all governmental licenses, permits, authorizations, consents and all necessary government approvals required to own, lease and operate its properties and assets and to conduct carry on its business as presently now conducted and (iii) is duly qualified or licensed to do business as a foreign corporation and is in good standing in each jurisdiction where the character of the properties owned, property owned or leased or operated by it or the nature of its business activities makes such qualification necessary. For purposes of this Agreement, "Subsidiary" of the Company means any corporation or licensing necessary except where failure to be so qualified other entity of which all of the outstanding securities or licensed would not haveother ownership interests are owned directly or indirectly by the Company. Unless otherwise noted or as the context shall otherwise require, individually or in the aggregate, a Material Adverse Effect. The Company has furnished or made available references herein to the Company true shall include the Company and complete copies each of the certificate of incorporation, bylaws or comparable organizational documents of each of its Subsidiaries, each as amended to date. Such organizational documents are in full force and effect, and no such Subsidiary is in violation of any provision therein. (bii) The All of the outstanding capital stock of each Subsidiary of the Company owns beneficiallyis owned by the Company, directly or indirectly, free and clear of any lien, encumbrance, security interest or claim whatsoever. The Company Disclosure Schedule sets forth, for each Subsidiary, the outstanding capital stock, jurisdiction of incorporation and all jurisdictions in which it is qualified to do business as a foreign corporation. There are no outstanding (a) securities of the issued and outstanding capital stock Company or other securities any of each such Subsidiary and, except as set forth in the Schedule of Exceptions, does not own an equity interest in any other corporation, partnership its Subsidiaries convertible into or entity, other than in such Subsidiaries. Each outstanding share exchangeable for shares of capital stock or other voting securities or ownership interests in any Subsidiary of each such Subsidiary is duly authorizedthe Company, validly issuedor (b) options, fully paid and nonassessable (or the foreign equivalent for foreign Subsidiaries) and each such share warrants or other equity interest owned by rights to acquire from the Company or one any of its Subsidiaries, and there is no other obligation of the Company or any of its Subsidiaries is free and clear to issue, any capital stock, voting securities or other ownership interests in, or any securities convertible into or exchangeable for any capital stock, voting securities or ownership interests in, any Subsidiary of all security intereststhe Company (as used herein, liensthe term "Company Subsidiary Securities" shall be deemed to include (i) shares of capital stock or other voting securities of any Subsidiary, claims(ii) securities of the Company or any Subsidiary convertible into or exchangeable for shares of capital stock or other voting securities of any Subsidiary, pledges, or (iii) options, warrants or other rights of first refusalto acquire from the Company or any Subsidiary any capital stock, agreements, limitations on the Company's voting security or such other Subsidiary's security convertible into or exchangeable for capital stock or voting rights, charges and other encumbrances securities of any nature whatsoeverSubsidiary). There are no outstanding obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any outstanding Company Subsidiary Securities. The Company has completed the purchase of the minority interests in its UK Subsidiary and now owns 100% of the outstanding capital stock of such Subsidiary.

Subsidiaries. (a) The Schedule Section 3.2(a) of Exceptions the GFI Disclosure Letter sets forth forth, prior to and following the name Pre-Closing Reorganization, (i) each Subsidiary of GFI (individually, a “GFI Subsidiary” and state or collectively, the “GFI Subsidiaries”), (ii) the number of authorized, allotted, issued and outstanding Securities of each GFI Subsidiary, (iii) each GFI Subsidiary’s jurisdiction of incorporation or organization and (iv) the location of each of its SubsidiariesGFI Subsidiary’s principal executive offices. Each of such Subsidiaries (i) GFI Subsidiary is a corporation or company limited by shares duly incorporated or a limited liability company, partnership or other business entity duly organized, organized and is validly existing and and, to the extent such concept or a similar concept exists in the relevant jurisdiction, in good standing under the laws of the jurisdiction of its incorporation or organization, (ii) as the case may be, and has full all requisite corporate or other power and authority and all necessary government approvals authority, as the case may be, to own, lease and operate its properties and assets and to conduct carry on its business in all material respects as presently conducted and (iii) currently conducted. Each GFI Subsidiary is duly qualified or licensed to do business as a foreign corporation and is in good standing in each jurisdiction where the character ownership, leasing or operation of the its properties owned, leased or operated by it assets or the nature conduct of its business makes requires such qualification or licensing necessary license, except where failure any failures to be so qualified or licensed would and in good standing do not have, individually or in the aggregate, constitute a Material Adverse Effect. The Company GFI has furnished delivered or made available to the Company true CME true, correct and complete copies of the certificate of incorporation, bylaws or comparable organizational documents Constituent Documents of each of its SubsidiariesGFI Subsidiary, each as amended to date. Such organizational documents are and in full force and effect, and no such Subsidiary is in violation effect on the date of any provision thereinthis Agreement. (b) The Company owns beneficiallyGFI is, directly or indirectly, the record and Beneficial Owner of all of the issued and outstanding capital stock or other securities Securities of each such Subsidiary andGFI Subsidiary, except as set forth in the Schedule free and clear of Exceptions, does not own an equity interest in any Liens and free of any other corporationlimitation or restriction (including any limitation or restriction on the right to vote, partnership sell, transfer or entityotherwise dispose of the Securities), other than than, in each case, any limitation or restriction imposed by any federal, state or foreign securities Laws. All of such Subsidiaries. Each outstanding share of capital stock or other securities of each such Subsidiary is Securities have been duly authorized, validly issued, fully paid and, where applicable, are non-assessable (and nonassessable (or the foreign equivalent for foreign Subsidiaries) and each no such share or other equity interest owned by the Company or one of its Subsidiaries is free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on the Company's or such other Subsidiary's voting rights, charges and other encumbrances Securities have been issued in violation of any nature whatsoeverpreemptive or similar rights). Except for the Securities of the GFI Subsidiaries, GFI does not own, directly or indirectly, any Securities in any entity.

Subsidiaries. (a) The Schedule Each Subsidiary of Exceptions sets forth the name and state Company is an entity duly incorporated or jurisdiction of incorporation of each of its Subsidiaries. Each of such Subsidiaries (i) is a corporation or other business entity otherwise duly organized, validly existing and (where applicable or recognized) in good standing under the laws of the its jurisdiction of its incorporation or organization, (ii) except, in the case of any such Subsidiary, where the failure to be so incorporated, organized, existing or in good standing has full corporate not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Each Subsidiary of the Company has all corporate, limited liability company or comparable power and authority and all necessary government approvals to own, lease and operate its properties and assets and to conduct carry on its business as presently conducted now conducted, except for those powers or Governmental Authorizations the absence of which has not had, and (iii) would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Each such Subsidiary is duly qualified or licensed to do business as a foreign corporation entity and is in good standing in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its business makes such qualification or licensing necessary is necessary, except for those jurisdictions where failure to be so qualified or licensed has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company has furnished or made available to Except as set forth in Section 4.06(a) of the Company true Disclosure Letter (such Section 4.06(a) to include the type of and complete copies percentage of voting, equity, profits, capital and other beneficial interest held by the Company in such Subsidiary), each Subsidiary of the Company is directly or indirectly wholly owned by the Company. (b) All of the outstanding capital stock or other voting securities of or other ownership interests in each Subsidiary of the Company that are owned by the Company, directly or indirectly, are so owned free and clear of any Lien and free of any other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other voting securities or other ownership interests), in each case other than (w) Liens existing under the terms of the certificate of incorporation, limited liability company agreement, limited partnership agreement, bylaws or comparable other organizational documents of each such Subsidiary (x) statutory or other liens for Taxes or assessments which are not yet due or delinquent or the validity of which is being contested in good faith by appropriate proceedings and for which adequate reserves are being maintained, (y) transfer and other restrictions under applicable federal and state securities Laws and (z) in the case of Subsidiaries that are immaterial to the Company and its Subsidiaries, taken as a whole, immaterial Liens. There are no issued, reserved for issuance or outstanding (i) securities of the Company or any of its Subsidiaries convertible into, or exchangeable for, shares of capital stock or other voting securities of or other ownership interests in any Subsidiary of the Company, (ii) warrants, calls, options or other rights to acquire from the Company or any of its Subsidiaries, each as amended or other obligations of the Company or any of its Subsidiaries to date. Such organizational documents issue, any shares of capital stock or other voting securities of or other ownership interests in or any securities convertible into, or exchangeable for, any shares of capital stock or other voting securities of or other ownership interests in any Subsidiary of the Company or (iii) restricted shares, stock appreciation rights, performance units, contingent value rights, “phantom” stock or similar securities or rights issued or granted by the Company or any of its Subsidiaries that are in full force and effectderivative of, and no such Subsidiary is in violation of any provision therein. (b) The Company owns beneficiallyor provide economic benefits based, directly or indirectly, all of on the issued and outstanding value or price of, any capital stock or other voting securities of each such Subsidiary and, except as set forth in the Schedule of Exceptions, does not own an equity interest or other ownership interests in any other corporation, partnership or entity, other than Subsidiary of the Company (the items in such Subsidiariesclauses (i) through (iii) being referred to collectively as the “Company Subsidiary Securities”). Each There are no outstanding share obligations of capital stock or other securities of each such Subsidiary is duly authorized, validly issued, fully paid and nonassessable (or the foreign equivalent for foreign Subsidiaries) and each such share or other equity interest owned by the Company or one any of its Subsidiaries is free and clear to repurchase, redeem or otherwise acquire any of all security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on the Company's or such other Subsidiary's voting rights, charges and other encumbrances of any nature whatsoeverCompany Subsidiary Securities.

Subsidiaries. (a) The Schedule A complete and accurate list of Exceptions sets forth the name and state or name, jurisdiction of incorporation organization, issued and outstanding equity interests and the holders thereof of each Subsidiary of the Target Companies is set forth in Section 4.2 of the Sellers Disclosure Schedule, and no other Person has any subscription, warrant, option, convertible security or other right (contingent or otherwise) to purchase or acquire any shares of the capital stock of any Subsidiary of the US Target. The US Target owns one hundred percent (100%) of the outstanding equity interests of each of its SubsidiariesSubsidiaries (either directly or indirectly) and no other Person has any subscription, warrant, option, convertible security or other right (contingent or otherwise) to purchase or acquire any shares of the capital stock of any Subsidiary of the US Target. Neither of the Target Companies owns, directly or indirectly, any capital stock of, or other equity or voting interest in, any Person other than the Subsidiaries set forth in Section 4.2 of the Sellers Disclosure Schedule. (b) Each of such the Target Companies’ Subsidiaries (i) is a corporation or other business entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organizationrespective organization (to the extent the “good standing” concept is applicable in the case of any jurisdiction outside the United States), (ii) except where the failure to be so organized, existing or in good standing would not, individually or in the aggregate, have a Material Adverse Effect. Each of the Target Companies’ Subsidiaries has full the corporate power and authority and all necessary government approvals to own, lease and operate own its respective properties and assets and to conduct carry on its respective business as presently conducted and (iii) currently conducted. Each of the Target Companies’ Subsidiaries is duly qualified or licensed to do business and in good standing as a foreign corporation and is in good standing in each jurisdiction where in which the character or location of the its assets or properties (whether owned, leased lease or operated by it licensed) or the nature of its business makes make such qualification or licensing necessary qualifications necessary, except where the failure to be so qualified qualified, licensed or licensed in good standing has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. The Company Each of the Target Companies’ Subsidiaries has furnished or made available to the Company delivered a true and complete copies of the certificate of incorporation, bylaws or comparable organizational documents of each correct copy of its SubsidiariesCertificate of Incorporation, each as amended to date. Such organizational documents are , and Bylaws, as amended to date, or any other equivalent charter governing documents, as amended to date, each in full force and effecteffect on the date hereof, and no such Subsidiary is in violation to Purchaser. The board of directors of any provision thereinof the Target Companies’ Subsidiaries has not approved or proposed any amendment to any of the Target Companies’ Subsidiaries’ Certificate of Incorporation, Bylaws or any other applicable charter governing documents from those made available to Purchaser. (bc) The Company owns beneficially, directly or indirectly, all All of the issued and outstanding capital stock of, or other securities equity or voting interest in, each Subsidiary of each such Subsidiary and, except as set forth in the Schedule of Exceptions, does not own an equity interest in any other corporation, partnership or entity, other than in such Subsidiaries. Each outstanding share of capital stock or other securities of each such Subsidiary is US Target (i) are duly authorized, validly issued, fully paid paid, and nonassessable (non-assessable and are not subject to preemptive rights created by statute, any Subsidiary’s certificate of incorporation, bylaws or any other applicable charter governing documents, or any Contract to which any of the foreign equivalent for foreign Subsidiaries) and each such share or other equity interest owned by the Company or one of its US Target’s Subsidiaries is a party or by which it is bound, and (ii) are owned, directly or indirectly, by Sellers, free and clear of all security interestsLiens and free of any other restriction (including any restriction on the right to vote, lienssell or otherwise dispose of such capital stock or other equity or voting interest) that would prevent the operation by Purchaser of such Subsidiary’s business in substantially the same manner as such businesses are presently conducted. (d) There are no outstanding (i) securities of Parent Seller or any of its Subsidiaries convertible into or exchangeable for shares of capital stock of, claimsor other equity or voting interests in, pledgesany of the US Target’s Subsidiaries, (ii) options, warrants, rights or other commitments or Contracts to acquire from Parent Seller or any of first refusalits Subsidiaries, agreementsor that obligate Parent Seller or any of its Subsidiaries to issue, limitations any capital stock of, or other equity or voting interest in, or any securities convertible into or exchangeable for shares of capital stock of, or other equity or voting interest in, any of the US Target’s Subsidiaries, (iii) obligations of Parent Seller to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar Contract or commitment relating to any capital stock of, or other equity or voting interest (including any voting debt) in, any Subsidiary of the Company (the items in clauses (i), (ii) and (iii), together with the capital stock of the Subsidiaries of the Company, being referred to collectively as “Subsidiary Securities”) or (iv) other obligations by the Company or any of its Subsidiaries to make any payments based on the Company's price or such other Subsidiary's voting rights, charges and other encumbrances value of any nature whatsoeverSubsidiary Securities. There are no outstanding Contracts of any kind which obligate the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any outstanding Subsidiary Securities.

Subsidiaries. (a) The Section 3.3 of the Company Disclosure Schedule sets forth, as of Exceptions sets forth the name and state or jurisdiction date of incorporation this Agreement, for each Subsidiary of each of its Subsidiaries. Each of such Subsidiaries the Company: (i) its name; (ii) the number and type of its outstanding equity securities and a list of the holders thereof; and (iii) its jurisdiction of organization. (b) Each Subsidiary of the Company is a corporation or other business an entity duly organized, validly existing and in good standing (to the extent such concepts are applicable) under the laws of the jurisdiction of its incorporation, formation or organization, as applicable, has all requisite corporate (iior similar, in the case of a non-corporate entity) has full corporate power and authority and all necessary government approvals to own, lease and operate its properties and assets and to conduct carry on its business as presently conducted now being conducted, and (iii) is duly qualified or licensed to do business as a foreign corporation and is in good standing as a foreign entity (to the extent such concepts are applicable) in each jurisdiction where the character of the properties ownedit owns, leased operates or operated by it leases or the nature of its business activities makes such qualification or licensing necessary legally required, except where failure for such failures to be so organized, qualified or licensed would not havein good standing that, individually or in the aggregate, have not had, and would not reasonably be expected to result in, a Company Material Adverse Effect. The Company has furnished or made available to the Company true and complete copies All of the certificate of incorporation, bylaws or comparable organizational documents of each of its Subsidiaries, each as amended to date. Such organizational documents are in full force and effect, and no such Subsidiary is in violation of any provision therein. (b) The Company owns beneficially, directly or indirectly, all of the issued and outstanding capital stock or other securities of each such Subsidiary and, except as set forth in the Schedule of Exceptions, does not own an equity interest in any other corporation, partnership or entity, other than in such Subsidiaries. Each outstanding share shares of capital stock and other equity securities or other securities interests of each such Subsidiary is of the Company are duly authorized, validly issued, fully paid paid, nonassessable and nonassessable free of preemptive rights under any provision of the state corporation statute of such Subsidiary’s jurisdiction of organization, such Subsidiary’s certificate of incorporation or by-laws (or the foreign equivalent for foreign Subsidiariesother organizational documents) or any agreement to which such Subsidiary is a party or otherwise bound, and each all such share or other equity interest owned shares, securities and interests are owned, of record and beneficially, by the Company or one another of its Subsidiaries is free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on in the Company's or such other Subsidiary's ’s voting rights, charges and or other encumbrances encumbrances. There are no outstanding or authorized options, warrants, rights, agreements or commitments to which the Company or any of its Subsidiaries is a party or which are binding on any of them providing for the issuance, disposition or acquisition of any nature whatsoevercapital stock, securities or interests of any Subsidiary of the Company. There are no outstanding stock appreciation, phantom stock or similar rights with respect to any Subsidiary of the Company. Neither the Company nor any of its Subsidiaries is a party to any voting trusts, proxies or other agreements or understandings with respect to the voting of any capital stock, securities or interests of any Subsidiary of the Company. (c) The Company has made available to the Parent complete and accurate copies of the charter, bylaws or other organizational documents of each Subsidiary of the Company. (d) The Company does not control, directly or indirectly, any capital stock of any Person that is not a Subsidiary of the Company, other than securities held for investment by the Company or any of its Subsidiaries and consisting of less than 1% of the outstanding capital stock of such Person.

Subsidiaries. Neither the Company nor any of its Subsidiaries owns or holds the right to acquire any stock, partnership interest, joint venture interest or other equity ownership interest in any other Person. There are no contractual obligations of the Company or any of its Subsidiaries to make any loan to, or any investment (ain the form of a capital contribution or otherwise) The Schedule in, any Subsidiary of Exceptions the Company or any other Person. Each Subsidiary of the Company is either wholly owned by the Company or a Subsidiary or Subsidiaries of the Company as indicated on Section 3.2 of the Company Disclosure Letter. Each outstanding share of capital stock of or other equity interest in each of the Company’s Subsidiaries is owned by the Company or a wholly owned Subsidiary of the Company, free and clear of any Liens, except Permitted Liens. Section 3.2 of the Company Disclosure Letter sets forth the name and state or name, jurisdiction of incorporation or formation, jurisdictions of qualification as a foreign corporation and the authorized and outstanding capital stock of each Subsidiary of its Subsidiariesthe Company. Each Except as set forth on Section 3.2 of such Subsidiaries (i) the Company Disclosure Letter, each Subsidiary of the Company is a corporation or other business entity duly organized, validly existing and in good standing under the laws Laws of the jurisdiction of its incorporation or organization, (ii) has full all requisite corporate power and authority and all authorizations, licenses and Permits necessary government approvals to own, lease and operate own its properties and assets to carry on its businesses and to conduct its business as presently conducted and (iii) is duly qualified or licensed to do business and in good standing in every jurisdiction in which its ownership of property or the conduct of its businesses requires it to qualify, except where the failure to be qualified as a foreign corporation and is in good standing in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its business makes such qualification or licensing necessary except where failure to be so qualified or licensed would not have, either individually or in the aggregate, a Company Material Adverse Effect. The Company has furnished or made available to the Company true and complete copies of the certificate of incorporation, bylaws or comparable organizational documents of each of its Subsidiaries, each as amended to date. Such organizational documents are in full force and effect, and no such Subsidiary is in violation of any provision therein. (b) The Company owns beneficially, directly or indirectly, all of the issued and outstanding capital stock or other securities of each such Subsidiary and, except as set forth in the Schedule of Exceptions, does not own an equity interest in any other corporation, partnership or entity, other than in such Subsidiaries. Each outstanding share of capital stock or other securities of each such Subsidiary is duly authorized, validly issued, fully paid and nonassessable (or the foreign equivalent for foreign Subsidiaries) and each such share or other equity interest owned by the Company or one of its Subsidiaries is free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on the Company's or such other Subsidiary's voting rights, charges and other encumbrances of any nature whatsoever.

Subsidiaries. (a) The Schedule following information with respect to every Subsidiary of Exceptions sets forth the name and state or jurisdiction Company is accurately set out in Section 9(a) of incorporation of each of its Subsidiaries. Each of such Subsidiaries the Company Disclosure Letter: (i) its name; (ii) the number, type and principal amount, as applicable, of its outstanding equity securities or other equity interests and a list of registered holders of capital stock or other equity interests; and (iii) its jurisdiction of incorporation, organization or formation. (b) Each Subsidiary is a corporation or other business entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (ii) incorporation or organization and has full all requisite corporate power and authority and all necessary government approvals to own, lease and operate its properties and assets and to conduct carry on its business as presently conducted and (iii) now being conducted. Each Subsidiary is duly qualified qualified, licensed or licensed registered to do carry on business as a foreign corporation and is in good standing in each jurisdiction where in which the character of the properties its assets and properties, owned, leased leased, licensed or operated by it otherwise held, or the nature of its business activities makes such qualification or licensing necessary except where failure to be so qualified or licensed would not have, individually or in the aggregate, a Material Adverse Effect. The Company has furnished or made available to the Company true and complete copies of the certificate of incorporation, bylaws or comparable organizational documents of each of its Subsidiaries, each as amended to date. Such organizational documents are in full force and effectnecessary, and no such Subsidiary is in violation of any provision thereinhas all Authorizations required to own, lease and operate its properties and to carry on its business as now conducted. (bc) The Company owns beneficiallyis, directly or indirectly, the registered and beneficial owner of all of the issued and outstanding capital stock or other securities of each such Subsidiary and, except as set forth in the Schedule of Exceptions, does not own an equity interest in any other corporation, partnership or entity, other than in such Subsidiaries. Each outstanding share of capital stock or other securities of each such Subsidiary is duly authorized, validly issued, fully paid and nonassessable (or the foreign equivalent for foreign Subsidiaries) and each such share common shares or other equity interest interests of each of the Subsidiaries, free and clear of any Liens, all such shares or other equity interests so owned by the Company have been validly issued and are fully paid and non-assessable, as the case may be, and no such shares or one of its Subsidiaries is free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on the Company's or such other Subsidiary's voting rights, charges and other encumbrances interests have been issued in violation of any nature whatsoeverpre-emptive or similar rights. Except for the shares or interests owned by the Company in any Subsidiary, the Company does not own, beneficially or of record, any equity interests of any kind in any other Person and has no obligation to make any loan or capital contribution to any Person (other than its Subsidiaries).

Subsidiaries. (a) The Schedule Section 3.2(a) of Exceptions the GFI Disclosure Letter sets forth forth, prior to and following the name Pre-Closing Reorganization, (i) each Subsidiary of GFI (individually, a "GFI Subsidiary" and state or collectively, the "GFI Subsidiaries"), (ii) the number of authorized, allotted, issued and outstanding Securities of each GFI Subsidiary, (iii) each GFI Subsidiary's jurisdiction of incorporation or organization and (iv) the location of each of its SubsidiariesGFI Subsidiary's principal executive offices. Each of such Subsidiaries (i) GFI Subsidiary is a corporation or company limited by shares duly incorporated or a limited liability company, partnership or other business entity duly organized, organized and is validly existing and and, to the extent such concept or a similar concept exists in the relevant jurisdiction, in good standing under the laws of the jurisdiction of its incorporation or organization, (ii) as the case may be, and has full all requisite corporate or other power and authority and all necessary government approvals authority, as the case may be, to own, lease and operate its properties and assets and to conduct carry on its business in all material respects as presently conducted and (iii) currently conducted. Each GFI Subsidiary is duly qualified or licensed to do business as a foreign corporation and is in good standing in each jurisdiction where the character ownership, leasing or operation of the its properties owned, leased or operated by it assets or the nature conduct of its business makes requires such qualification or licensing necessary license, except where failure any failures to be so qualified or licensed would and in good standing do not have, individually or in the aggregate, constitute a Material Adverse Effect. The Company GFI has furnished delivered or made available to the Company true CME true, correct and complete copies of the certificate of incorporation, bylaws or comparable organizational documents Constituent Documents of each of its SubsidiariesGFI Subsidiary, each as amended to date. Such organizational documents are and in full force and effect, and no such Subsidiary is in violation effect on the date of any provision thereinthis Agreement. (b) The Company owns beneficiallyGFI is, directly or indirectly, the record and Beneficial Owner of all of the issued and outstanding capital stock or other securities Securities of each such Subsidiary andGFI Subsidiary, except as set forth in the Schedule free and clear of Exceptions, does not own an equity interest in any Liens and free of any other corporationlimitation or restriction (including any limitation or restriction on the right to vote, partnership sell, transfer or entityotherwise dispose of the Securities), other than than, in each case, any limitation or restriction imposed by any federal, state or foreign securities Laws. All of such Subsidiaries. Each outstanding share of capital stock or other securities of each such Subsidiary is Securities have been duly authorized, validly issued, fully paid and, where applicable, are non-assessable (and nonassessable (or the foreign equivalent for foreign Subsidiaries) and each no such share or other equity interest owned by the Company or one of its Subsidiaries is free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on the Company's or such other Subsidiary's voting rights, charges and other encumbrances Securities have been issued in violation of any nature whatsoeverpreemptive or similar rights). Except for the Securities of the GFI Subsidiaries, GFI does not own, directly or indirectly, any Securities in any entity.

Subsidiaries. (a) The Schedule Section 3.2(a) of Exceptions the GFI Disclosure Letter sets forth forth, prior to and following the name Pre-Closing Reorganization, (i) each Subsidiary of GFI conducting the Trayport Business or the FENICS Business (individually, a “T&F Subsidiary” and state or collectively, the “T&F Subsidiaries”), (ii) the number of authorized, allotted, issued and outstanding Securities of each T&F Subsidiary, (iii) each T&F Subsidiary’s jurisdiction of incorporation or organization and (iv) the location of each of its SubsidiariesT&F Subsidiary’s principal executive offices. Each of such Subsidiaries (i) T&F Subsidiary is a corporation or company limited by shares duly incorporated or a limited liability company, partnership or other business entity duly organized, organized and is validly existing and and, to the extent such concept or a similar concept exists in the relevant jurisdiction, in good standing under the laws of the jurisdiction of its incorporation or organization, (ii) as the case may be, and has full all requisite corporate or other power and authority and all necessary government approvals authority, as the case may be, to own, lease and operate its properties and assets and to conduct carry on its business in all material respects as presently conducted and (iii) currently conducted. Each T&F Subsidiary is duly qualified or licensed to do business as a foreign corporation and is in good standing in each jurisdiction where the character ownership, leasing or operation of the its properties owned, leased or operated by it assets or the nature conduct of its business makes requires such qualification or licensing necessary license, except where failure any failures to be so qualified or licensed would and in good standing do not have, individually or in the aggregate, constitute a Material Adverse Effect. The Company GFI has furnished delivered or made available to the Company true CME true, correct and complete copies of the certificate of incorporation, bylaws or comparable organizational documents Constituent Documents of each of its SubsidiariesT&F Subsidiary, each as amended to date. Such organizational documents are and in full force and effect, and no such Subsidiary is in violation effect on the date of any provision thereinthis Agreement. (b) The Company owns beneficiallyGFI is, directly or indirectly, the record and Beneficial Owner of all of the issued and outstanding capital stock or other securities Securities of each such Subsidiary andT&F Subsidiary, except as set forth in the Schedule free and clear of Exceptions, does not own an equity interest in any Liens and free of any other corporationlimitation or restriction (including any limitation or restriction on the right to vote, partnership sell, transfer or entityotherwise dispose of the Securities), other than than, in each case, any limitation or restriction imposed by any federal, state or foreign securities Laws. All of such Subsidiaries. Each outstanding share of capital stock or other securities of each such Subsidiary is Securities have been duly authorized, validly issued, fully paid and, where applicable, are non-assessable (and nonassessable (or the foreign equivalent for foreign Subsidiaries) and each no such share or other equity interest owned by the Company or one of its Subsidiaries is free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on the Company's or such other Subsidiary's voting rights, charges and other encumbrances Securities have been issued in violation of any nature whatsoeverpreemptive or similar rights). Except for the Securities of the Subsidiaries of GFI, GFI does not own, directly or indirectly, any Securities in any entity.

Subsidiaries. (a) The Schedule Each Subsidiary of Exceptions sets forth the name Company has been duly organized and state or jurisdiction of incorporation of each of its Subsidiaries. Each of such Subsidiaries (i) is a corporation or other business entity duly organized, validly existing and and, where such concept is recognized, in good standing under the laws Applicable Laws of the jurisdiction of its incorporation or organization, (ii) . Each Subsidiary of the Company has full the requisite corporate or similar power and authority and all necessary government approvals to own, lease and operate its properties and assets and to conduct carry on its business as presently conducted and (iii) it is now being conducted. Each Subsidiary of the Company is duly qualified or licensed to do business as a foreign corporation and business, and, where such concept is recognized, is in good standing standing, in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its business makes such qualification or licensing necessary except where failure to be so qualified or licensed would not have, individually or in the aggregate, a Material Adverse Effectgood standing necessary. The Company has furnished or heretofore made available to the Company true Parent complete and complete correct copies of the certificate of incorporation, incorporation and bylaws or comparable similar organizational or governing documents of each of its Subsidiaries, each and all amendments thereto, as amended to datecurrently in effect. Such organizational documents are in full force and effect, and no such Subsidiary None of the Subsidiaries of the Company is in violation of its organizational or governing documents, except for any provision thereinsuch violations that, in the aggregate, would not have a Company Material Adverse Effect. Section 4.6(a) of the Company Disclosure Schedule contains a complete list of all of the Subsidiaries of the Company, its place and form of organization. (b) The All of the outstanding Equity Interests in each Subsidiary of the Company owns beneficiallyare owned by the Company, directly or indirectly, all free and clear of any Lien, and free of any other limitation or restriction (including any restriction on the issued and outstanding right to vote, sell or otherwise dispose of such capital stock or other voting securities or ownership interests). There are no outstanding (i) securities of each such Subsidiary and, except as set forth in the Schedule Company or any of Exceptions, does not own an equity interest in any other corporation, partnership its Subsidiaries convertible into or entity, other than in such Subsidiaries. Each outstanding share exchangeable for shares of capital stock or other voting securities or ownership interests in any Subsidiary of each such Subsidiary is duly authorized, validly issued, fully paid and nonassessable (or the foreign equivalent for foreign Subsidiaries) and each such share or other equity interest owned by the Company or one (ii) subscriptions, options, warrants, rights, calls, contracts or other rights to acquire from the Company or any of its Subsidiaries, or other obligation of the Company or any of its Subsidiaries is free to issue, any Equity Interests in, or any securities convertible into or exchangeable for any Equity Interests in, any Subsidiary of the Company (the items in clauses (i) and clear (ii) are referred to collectively as the “Company Subsidiary Securities”). There are no outstanding obligations of all security the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any of the Company Subsidiary Securities. Section 4.6(b) of the Company Disclosure Schedule sets forth, for each Subsidiary of the Company, as applicable: (i) its authorized capital stock, voting securities or ownership interests and (ii) the number and type of any capital stock, voting securities or ownership interests, liensand any option, claimswarrant, pledges, options, rights of first refusal, agreements, limitations on the Company's right or such other Subsidiary's voting rights, charges and other encumbrances of any nature whatsoeversecurity (including debt securities).

Subsidiaries. Each of the Company’s direct and indirect subsidiaries (aeach a “Subsidiary” and collectively, the “Subsidiaries”) The has been identified on Schedule of Exceptions sets forth the name and state or jurisdiction of incorporation of each of its SubsidiariesE hereto. Each of such the Subsidiaries (i) has been duly formed, is a corporation or other business entity duly organized, validly existing under the laws of its state of formation, Canada, and is in good standing under the laws of the jurisdiction of its organizationincorporation, (ii) has full corporate power and authority and all necessary government approvals (corporate or otherwise) to own, lease and operate own its properties and assets property and to conduct its business as presently conducted described in the Registration Statement, the Disclosure Package, the Prospectus, and (iii) is duly qualified or licensed to do transact business as a foreign corporation and is in good standing in each jurisdiction where in which the character of the properties owned, leased or operated by it or the nature conduct of its business makes or its ownership or leasing of property requires such qualification or licensing necessary qualification, except where to the extent that the failure to be so qualified or licensed be in good standing would not have, individually or result in the aggregate, a Material Adverse Effect. The Company has furnished or made available to Change on the Company true and complete copies its Subsidiaries, taken as a whole. Except as otherwise disclosed in the Registration Statement, the Disclosure Package and the Prospectus, all of the certificate equity interests of incorporationeach Subsidiary have been duly and validly authorized and issued, are owned directly or indirectly by the Company, are fully paid in accordance with its bylaws or comparable charter documents and non-assessable and are free and clear of all liens, encumbrances, equities or claims (“Liens”). None of the outstanding share capital or equity interest in any Subsidiary was issued in violation of preemptive or similar rights of any security holder of such Subsidiary. All of the constitutive or organizational documents of each of the Subsidiaries comply with the requirements of applicable laws of its Subsidiaries, each as amended to date. Such organizational documents jurisdiction of incorporation or organization and are in full force and effect. Apart from the Subsidiaries, and the Company has no such Subsidiary is in violation of direct or indirect subsidiaries or any provision therein. (b) The other company over which it has direct or indirect effective control. Other than the Subsidiaries, the Company owns beneficially, does not directly or indirectly, all indirectly control any entity through contractual arrangements or otherwise such that the entity would be deemed a consolidated affiliated entity whose financial results would be consolidated under U.S. GAAP with the financial results of the issued and outstanding capital stock or other securities Company on the consolidated financial statements of each such Subsidiary andthe Company, except as set forth in the Schedule regardless of Exceptions, does not own an equity interest in any other corporation, partnership or entity, other than in such Subsidiaries. Each outstanding share of capital stock or other securities of each such Subsidiary is duly authorized, validly issued, fully paid and nonassessable (or the foreign equivalent for foreign Subsidiaries) and each such share or other equity interest owned by whether the Company directly or one indirectly owns less than a majority of its Subsidiaries is free and clear the equity interests of all security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on the Company's or such other Subsidiary's voting rights, charges and other encumbrances of any nature whatsoeverperson.

Subsidiaries. (a) The Schedule of Exceptions sets forth the name and state or jurisdiction of incorporation of each of its Subsidiaries. Each of such Subsidiaries the Company’s “subsidiaries” (ifor purposes of this Agreement, as defined in Rule 405 under the Securities Act) is a corporation has been duly incorporated or other business entity duly organized, as the case may be, and is validly existing and as a corporation, partnership or limited liability company, as applicable, in good standing (where such concept is recognized) under the laws of the jurisdiction of its organization, (ii) incorporation or organization and has full corporate the power and authority and all necessary government approvals (corporate or other) to own, lease and operate its properties and assets and to conduct its business as presently conducted described in the Registration Statement, the Time of Sale Prospectus and (iii) the Prospectus. Each of the Company’s subsidiaries is duly qualified or licensed to do business as a foreign corporation corporation, partnership or limited liability company, as applicable, to transact business and is in good standing (where such concept is recognized) in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the character of the properties owned, leased or operated by it or the nature of its business makes such qualification or licensing necessary except where failure to be so qualified or licensed in good standing, as the case may be, or have such power or authority would not havenot, individually or in the aggregate, reasonably be expected to result in a Material Adverse EffectChange. The Company has furnished or made available to the Company true and complete copies of the certificate of incorporation, bylaws or comparable organizational documents of each of its Subsidiaries, each as amended to date. Such organizational documents are in full force and effect, and no such Subsidiary is in violation of any provision therein. (b) The Company owns beneficially, directly or indirectly, all All of the issued and outstanding capital stock or other securities equity or ownership interests of each such Subsidiary andof the Company’s subsidiaries have been duly authorized and validly issued, except as set forth in are fully paid and nonassessable and are owned by the Schedule Company, directly or through subsidiaries, free and clear of Exceptionsany security interest, does not own an mortgage, pledge, lien, encumbrance or adverse claim. None of the outstanding capital stock or equity interest in any other corporationsubsidiary was issued in violation of preemptive or similar rights of any security holder of such subsidiary. The constitutive or organizational documents of each of the subsidiaries comply in all material respects with the requirements of applicable laws of its jurisdiction of incorporation or organization and are in full force and effect. The Company does not own or control, partnership directly or entityindirectly, any significant subsidiary (as such term is defined in Rule 1-02 of Regulation S-X promulgated under the Securities Act) other than the subsidiaries listed in such Subsidiaries. Each outstanding share of capital stock or other securities of each such Subsidiary is duly authorized, validly issued, fully paid and nonassessable (or Exhibit 21 to the foreign equivalent for foreign Subsidiaries) and each such share or other equity interest owned by the Company or one of its Subsidiaries is free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on the Company's or such other Subsidiary's voting rights, charges and other encumbrances of any nature whatsoeverRegistration Statement.

Subsidiaries. (a) The Schedule of Exceptions Parent Disclosure Letter sets forth the name and state or jurisdiction of incorporation or formation of each of its Subsidiariessubsidiaries. Each of such Subsidiaries subsidiaries (i) is a corporation or other business entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (ii) has full corporate power and authority and all necessary government approvals to own, lease and operate its properties and assets and to conduct its business as presently conducted and (iii) is duly qualified or licensed to do business as a foreign corporation and is in good standing in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its business makes such qualification or licensing necessary except where failure to be so qualified or licensed would not havenot, individually or in the aggregate, have a Parent Material Adverse Effect. The Company Parent has furnished or made available to the Company true and complete copies of the certificate of incorporation, bylaws or comparable organizational documents of each of its Subsidiariessuch subsidiary, each as amended to date. Such organizational documents are in full force and effect, and no such Subsidiary subsidiary is in violation of any provision therein. (b) The Company Parent owns beneficially, directly or indirectly, all of the issued and outstanding capital stock or other securities of each such Subsidiary subsidiary and, except as set forth in the Schedule of ExceptionsParent Disclosure Letter, does not own an equity interest in any other corporation, partnership or entity, other than in such Subsidiariessubsidiaries. Each outstanding share of capital stock or other securities of each such Subsidiary subsidiary is duly authorized, validly issued, fully paid and nonassessable (or the foreign equivalent for foreign Subsidiariessubsidiaries) and each such share or other equity interest owned by the Company Parent or one of its Subsidiaries subsidiaries is free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on the CompanyParent's or such other Subsidiarysubsidiary's voting rights, charges and other encumbrances of any nature whatsoever. (c) The Merger Sub was formed for the purpose of effecting the Merger and the other transactions contemplated hereby, and has not undertaken any business or other activities other than in connection with entering into this Agreement, pursuing the Merger and engaging in the other transactions contemplated hereby.

Subsidiaries. (a) The Schedule Each Subsidiary of Exceptions sets forth the name and state or jurisdiction of incorporation of each of its Subsidiaries. Each of such Subsidiaries (i) Company is a corporation or other business entity duly incorporated or organized, validly existing and in good standing under the laws of the its jurisdiction of its organizationincorporation or organization and has all corporate or other organizational powers, (ii) has full corporate power and authority and all necessary government approvals as applicable, required to own, lease and operate its properties and assets and to conduct carry on its business as presently conducted and (iii) now conducted. Each such Subsidiary is duly qualified or licensed to do business as a foreign corporation and is in good standing in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its business makes such qualification or licensing necessary is necessary, except for those jurisdictions where failure to be so qualified or licensed has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse EffectEffect on the Company. The Section 4.06 of the Company Disclosure Schedule sets forth a true and complete list of each Subsidiary of the Company as of the date of this Agreement and, for each such Subsidiary, its jurisdiction of incorporation or organization. Prior to the date of this Agreement, the Company has furnished or made available to the Company Parent true and complete copies of the certificate of incorporation, incorporation and bylaws (or comparable equivalent organizational documents documents) of each Subsidiary of its Subsidiaries, each the Company as amended to date. Such organizational documents are in full force and effect, and no such Subsidiary is in violation effect on the date of any provision therein.this Agreement (b) The All of the outstanding capital stock or other voting securities of, or ownership interests in, each Subsidiary of the Company owns beneficiallyis owned by the Company, directly or indirectly, all free and clear of any Lien and free of any other limitation or restriction (including any restriction on the issued and outstanding right to vote, sell or otherwise dispose of such capital stock or other voting securities or ownership interests). There are no issued, reserved for issuance or outstanding (i) securities of each such Subsidiary and, except as set forth in the Schedule Company or any of Exceptions, does not own an equity interest in any other corporation, partnership its Subsidiaries convertible into or entity, other than in such Subsidiaries. Each outstanding share exchangeable for shares of capital stock or other voting securities of each such Subsidiary is duly authorizedof, validly issued, fully paid and nonassessable (or the foreign equivalent for foreign Subsidiaries) and each such share or other equity interest owned by ownership interests in, any Subsidiary of the Company, (ii) warrants, calls, options or other rights to acquire from the Company or one any of its Subsidiaries, or other obligations of the Company or any of its Subsidiaries is free and clear to issue, any capital stock or other voting securities of, or other ownership interests in, or any securities convertible into or exchangeable for any capital stock or other voting securities of, or other ownership interests in, any Subsidiary of all security intereststhe Company or (iii) restricted shares, liensstock appreciation rights, claimsperformance units, pledgescontingent value rights, options“phantom” stock or similar securities or rights that are derivative of, rights of first refusalor provide economic benefits based, agreementsdirectly or indirectly, limitations on the Company's value or such price of, any capital stock or other Subsidiary's voting rightssecurities of, charges or other ownership interests in, any Subsidiary of the Company (the items in clauses (i) through (iii) being referred to collectively as the “Company Subsidiary Securities”). There are no outstanding obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any Company Subsidiary Securities. Except for the capital stock or other voting securities of, or other ownership interests in, its Subsidiaries and other encumbrances publicly traded securities held for investment which do not exceed 5% of the outstanding securities of any nature whatsoeverentity, the Company does not own, directly or indirectly, any capital stock or other voting securities of, or other ownership interests in, any Person.

Subsidiaries. (a) The Schedule of Exceptions sets forth the name and state or jurisdiction of incorporation of each of its Subsidiaries. Each of such Subsidiaries Subsidiary (i) is a corporation or other business entity duly organized, validly existing and in good standing under the laws of the its jurisdiction of its organizationformation, (ii) has full corporate the requisite power and authority authority, and possesses all governmental franchises, licenses, certificates, permits, authorizations and approvals necessary government approvals to enable it, to own, lease and operate lease, use or otherwise hold its properties and assets and to conduct carry on its business as presently conducted conducted, except such power, authority, franchises, licenses, certificates, permits, authorization and approvals the absence of which would not reasonably be expected to have a Material Adverse Effect and (iiiii) each of such Subsidiaries is duly qualified or licensed and in good standing to do business as a foreign corporation and is in good standing entity in each jurisdiction where in which the character of the properties owned, leased conduct or operated by it or the nature of its business or the ownership, leasing, using or holding of its properties makes such qualification or licensing necessary good standing necessary, except such jurisdictions where the failure to be so qualified or licensed would not havein good standing, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. The Company has furnished or made available Schedule 4.6 sets forth each direct and indirect Subsidiary and sets forth each jurisdiction in which each Subsidiary is qualified to do business as a foreign corporation. All the Company true and complete copies outstanding shares of the certificate of incorporation, bylaws or comparable organizational documents capital stock of each of its SubsidiariesSubsidiary are duly authorized and validly issued and outstanding, each as amended to date. Such organizational documents are in full force fully paid and effect, nonassessable and no such Subsidiary is in violation of any provision therein. (b) The Company owns beneficiallyowned, directly or indirectly, by the Company, free and clear of all Liens. All such outstanding shares of the issued and outstanding capital stock of such Subsidiaries have not been issued in violation of, and are not subject to any purchase option, call, right of first refusal, preemptive, subscription, or similar rights under any provision of applicable law, the respective certificates of formation or the respective bylaws of such Subsidiaries, or any respective contract, agreement or instrument to which such a Subsidiary or the Company is subject or by which they are bound. None of Newco, the Company or any of its Subsidiaries is a party to any agreement granting to any Person any stock appreciation or other similar right with respect to the shares of capital stock of any Subsidiary. There are no outstanding warrants, options, rights, agreements, convertible or exchangeable securities or other commitments pursuant to which any of each such Subsidiary andSubsidiaries or the Company are or may become obligated to issue, except as set forth in the Schedule of Exceptionssell, does not own an equity interest in purchase, return or redeem any other corporation, partnership or entity, other than in such Subsidiaries. Each outstanding share shares of capital stock or other securities of each such Subsidiary is duly authorized, validly issued, fully paid and nonassessable (or the foreign equivalent for foreign Subsidiaries) and each such share or other equity interest owned by the Company or one of its Subsidiaries is free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on the Company's or such other Subsidiary's voting rights, charges and other encumbrances of any nature whatsoever.

Subsidiaries. (a) The Schedule of Exceptions sets forth the name and state or jurisdiction of incorporation of each Each of its Subsidiaries. Each of such Subsidiaries (i) is a corporation duly organized bank, corporation, limited liability company, partnership or other business entity duly organizedstatutory trust, validly existing and in good standing under the applicable laws of the jurisdiction of its organizationin which it is incorporated or organized, (ii) has full corporate power and authority to carry on its business as now conducted and all necessary government approvals to own, lease and operate its assets, properties and assets and to conduct its business as presently conducted business, and (iii) is duly licensed or qualified or licensed to do business as a foreign corporation and is in good standing in each jurisdiction where in which the character nature of the properties owned, leased or operated business conducted by it or the nature character or location of its business the properties and assets owned or leased by it makes such licensing or qualification or licensing necessary necessary, except where the failure to be so licensed or qualified or licensed would is not reasonably likely to have, either individually or in the aggregate, a Material Adverse Effect. The Company has furnished outstanding shares of capital stock or made available to the Company true and complete copies of the certificate of incorporation, bylaws or comparable organizational documents equity interests of each of its Subsidiaries are validly issued and outstanding, fully paid and nonassessable and all such shares or equity interests are directly or indirectly owned by it free and clear of all liens, claims and encumbrances or preemptive rights of any person. No rights are authorized, issued or outstanding with respect to the capital stock or equity interests of any of its Subsidiaries and there are no agreements, understandings or commitments relating to the right to vote or to dispose of the capital stock or equity interests of any of its Subsidiaries. There are no restrictions on the ability of any of its Subsidiaries to pay dividends or distributions except as set forth in Section 13.1-653 of the VSCA (with respect to BHRB) or Section §31D-6-640 of the WVBCA (with respect to SMMF) and, in the case of a Subsidiary that is a regulated entity, for restrictions on dividends or distributions generally applicable to all such regulated entities. The deposits of each as amended of its Subsidiaries that is a commercial bank are insured by the Deposit Insurance Fund of the Federal Deposit Insurance Corporation (“FDIC”) to date. Such organizational documents are the maximum extent permitted by law, all premiums and assessments required to be paid in full force and effectconnection therewith have been paid when due, and no Proceedings (as defined herein) for the termination of such insurance are pending or threatened. A true and complete list of its direct and indirect Subsidiaries as of the date hereof is set forth in Section 3.3(b) of its Disclosure Letter that shows each Subsidiary’s jurisdiction of incorporation, each jurisdiction in which each Subsidiary is in violation qualified and/or licensed to do business, its form of organization, and lists the owner(s) and percentage ownership (direct or indirect) of each Subsidiary. Section 3.3(b) of its Disclosure Letter also lists any provision therein. (b) The Company owns beneficiallycorporation, bank or other business organization of which it or any Subsidiary owns, directly or indirectly, all five percent (5%) or more of the issued and outstanding capital stock or other securities of equity interests, and shows for each such Subsidiary andentity its jurisdiction of incorporation, except as set forth each jurisdiction in which such entity is qualified and/or licensed to do business, its form of organization, and lists the Schedule owner(s) and percentage ownership (direct or indirect) of Exceptionssuch entity. As used herein, does not own an equity interest in the term “Subsidiary” when used with respect to any other party means any corporation, partnership or entity, other than in such Subsidiaries. Each outstanding share of capital stock bank or other business organization, whether incorporated or unincorporated, at least a majority of the securities of each such Subsidiary is duly authorized, validly issued, fully paid and nonassessable (or the foreign equivalent for foreign Subsidiaries) and each such share or other equity interest interests of which that have by their terms ordinary voting power to elect a majority of the board of directors or others performing similar functions with respect to such corporation or other organization is directly or indirectly owned or controlled by the Company such party or by any one or more of its Subsidiaries is free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on the Company's or such other Subsidiary's voting rights, charges and other encumbrances of any nature whatsoeverSubsidiaries.

Subsidiaries. Each of the Company’s direct and indirect subsidiaries (aeach a “Subsidiary” and collectively, the “Subsidiaries”) The has been identified on Schedule of Exceptions sets forth the name and state or jurisdiction of incorporation of each of its SubsidiariesF hereto. Each of such the Subsidiaries (i) has been duly formed, is a corporation or other business entity duly organized, validly existing under the laws of Hong Kong or the People’s Republic of China, as the case may be, and in good standing under the laws of the jurisdiction of its organizationincorporation, (ii) has full corporate power and authority and all necessary government approvals (corporate or otherwise) to own, lease and operate own its properties and assets property and to conduct its business as presently conducted described in the Prospectus, and (iii) is duly qualified or licensed to do transact business as a foreign corporation and is in good standing in each jurisdiction where in which the character of the properties owned, leased or operated by it or the nature conduct of its business makes or its ownership or leasing of property requires such qualification or licensing necessary qualification, except where to the extent that the failure to be so qualified or licensed be in good standing would not have, individually or result in the aggregate, a Material Adverse Effect. The Company has furnished or made available to Change on the Company true and complete copies its Subsidiaries, taken as a whole. Except as otherwise disclosed in the Disclosure Package and the Prospectus, all of the certificate equity interests of incorporationeach Subsidiary have been duly and validly authorized and issued, bylaws are owned directly or comparable indirectly by the Company, are fully paid in accordance with its articles of association, memorandum of association or charter documents and non-assessable and are free and clear of all liens, encumbrances, equities or claims (“Liens”). None of the outstanding share capital or equity interest in any Subsidiary was issued in violation of preemptive or similar rights of any security holder of such Subsidiary. All of the constitutive or organizational documents of each of the Subsidiaries comply with the requirements of applicable laws of its Subsidiaries, each as amended to date. Such organizational documents jurisdiction of incorporation or organization and are in full force and effect. Apart from the Subsidiaries, and the Company has no such Subsidiary is in violation of direct or indirect subsidiaries or any provision therein. (b) The other company over which it has direct or indirect effective control. Other than the Subsidiaries, the Company owns beneficially, does not directly or indirectly, all indirectly control any entity through contractual arrangements or otherwise such that the entity would be deemed a consolidated affiliated entity whose financial results would be consolidated under U.S. GAAP with the financial results of the issued and outstanding capital stock or other securities Company on the consolidated financial statements of each such Subsidiary andthe Company, except as set forth in the Schedule regardless of Exceptions, does not own an equity interest in any other corporation, partnership or entity, other than in such Subsidiaries. Each outstanding share of capital stock or other securities of each such Subsidiary is duly authorized, validly issued, fully paid and nonassessable (or the foreign equivalent for foreign Subsidiaries) and each such share or other equity interest owned by whether the Company directly or one indirectly owns less than a majority of its Subsidiaries is free and clear the equity interests of all security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on the Company's or such other Subsidiary's voting rights, charges and other encumbrances of any nature whatsoeverperson.