Common use of Organization, Standing and Power Clause in Contracts

Organization, Standing and Power. Each of the Company and each of the Company’s Subsidiaries (the “Company Subsidiaries”) is duly organized, validly existing and in good standing under the Laws of the jurisdiction in which it is organized (in the case of good standing, to the extent such jurisdiction recognizes such concept), except, in the case of the Company Subsidiaries, where the failure to be so organized, existing or in good standing, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and the Company Subsidiaries has all requisite corporate or similar power and authority and possesses all Permits necessary to enable it to own, lease, operate or otherwise hold its properties and assets and to conduct its businesses as presently conducted (the “Company Permits”), except where the failure to have such power or authority or to possess the Company Permits, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and the Company Subsidiaries is duly qualified or licensed to do business in each jurisdiction where the nature of its business or the ownership, operation or leasing of its properties and assets makes such qualification necessary, other than in such jurisdictions where the failure to be so qualified or licensed, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. The Company has made available to Parent, prior to execution of this Agreement, true and complete copies of the Amended and Restated Articles of Incorporation of the Company in effect as of the date of this Agreement, together with all amendments thereto in effect as of the date of this Agreement (the “Company Articles”), and the Amended and Restated Regulations of the Company in effect as of the date of this Agreement, together with all amendments thereto in effect as of the date of this Agreement (the “Company Regulations”). Each of the Company Articles and the Company Regulations were duly adopted and is in full force and effect as of the date of this Agreement. Neither the Company nor any Company Subsidiary is in violation in any material respect of any provision of such documents.

Organization, Standing and Power. Each of the Company Parent and each of the CompanyParent’s Subsidiaries (the “Company Parent Subsidiaries”) is duly organized, validly existing and in good standing under the Laws laws of the jurisdiction in which it is organized (in the case of good standing, to the extent such jurisdiction recognizes such concept), except, in the case of the Company Parent Subsidiaries, where the failure to be so organized, existing or in good standing, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Parent Material Adverse Effect. Each of the Company Parent and the Company Parent Subsidiaries has all requisite corporate or similar power and authority and possesses all Permits governmental franchises, licenses, permits, authorizations, variances, exemptions, orders, registrations, clearances and approvals (collectively, “Permits”) necessary to enable it to own, leaseoperate, operate lease or otherwise hold its properties and assets and to conduct its businesses as presently conducted (the “Company Parent Permits”), except where the failure to have such power or authority or to possess the Company Parent Permits, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Parent Material Adverse Effect. Each of the Company Parent and the Company Parent Subsidiaries is duly qualified or licensed to do business in each jurisdiction where the nature of its business or the ownership, operation ownership or leasing of its properties and assets makes make such qualification necessary, other than in such jurisdictions where the failure to be so qualified or licensed, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Parent Material Adverse Effect. The Company Parent has delivered or made available to Parentthe Company, prior to execution of this Agreement, true and complete copies of (a) the Amended and Restated Articles restated articles of Incorporation incorporation of the Company in effect Parent, as of the date of this Agreementamended, together with all amendments thereto in effect as of the date of this Agreement (the “Company Parent Articles”), ) and the Amended and Restated Regulations restated bylaws of the Company in effect as of the date of this Agreement, together with all amendments thereto Parent in effect as of the date of this Agreement (the “Company RegulationsParent By-laws”). Each ) and (b) the constituent documents of the Company Articles and the Company Regulations were duly adopted and is in full force and effect as of the date of this Agreement. Neither the Company nor any Company Subsidiary is in violation in any material respect of any provision of such documentsMerger Sub.

Organization, Standing and Power. Each of the Company and each of the Company’s Subsidiaries (the “Company Subsidiaries”) Merger Partner is a corporation duly organized, validly existing and in good standing under the Laws laws of the jurisdiction of its incorporation, has all requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its business as currently conducted, and is duly qualified to do business and is in good standing as a foreign corporation in each jurisdiction listed on Section 3.1 of the Merger Partner Disclosure Schedule, which jurisdictions constitute the only jurisdictions in which it is organized (in the case of good standing, to the extent such jurisdiction recognizes such concept), except, in the case character of the Company Subsidiariesproperties it owns, where operates or leases or the failure nature of its activities makes such qualification necessary, except for such failures to be so organized, existing qualified or in good standing, individually or in the aggregate, has that have not had had, and would are not reasonably be expected likely to have have, a Company Merger Partner Material Adverse Effect. Each of the Company and the Company Subsidiaries has all requisite corporate or similar power and authority and possesses all Permits necessary to enable it to own, lease, operate or otherwise hold its properties and assets and to conduct its businesses as presently conducted (the “Company Permits”), except where the failure to have such power or authority or to possess the Company Permits, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and the Company Subsidiaries is duly qualified or licensed to do business in each jurisdiction where the nature of its business or the ownership, operation or leasing of its properties and assets makes such qualification necessary, other than in such jurisdictions where the failure to be so qualified or licensed, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. The Company has made available to Parent, prior to execution For purposes of this Agreement, true the term “Merger Partner Material Adverse Effect” means any material adverse change, effect, event, circumstance or development that is materially adverse to or has a material adverse effect on the business, assets, liabilities, capitalization, financial condition, or results of operations of Merger Partner and complete copies its Subsidiaries, taken as a whole; provided, however, that none of the Amended and Restated Articles of Incorporation of following, to the Company in effect as of extent arising after the date of this Agreement, together with all amendments thereto either alone or in effect as combination, shall be deemed to be a Merger Partner Material Adverse Effect, and none of the date of this Agreement following shall be taken into account in determining whether there has been or will be a Merger Partner Material Adverse Effect: any change or event caused by or resulting from (A) the “Company Articles”), and the Amended and Restated Regulations of the Company in effect as of the date of transactions contemplated by this Agreement, together with all amendments thereto including the Merger, or the announcement or pendency thereof, (B) changes in prevailing economic or market conditions in the United States or any other jurisdiction in which such entity has substantial business operations (except to the extent those changes have a disproportionate effect as on Merger Partner and its Subsidiaries relative to the other participants in the industry or industries in which Merger Partner and its Subsidiaries operate), (C) changes or events affecting the industry or industries in which Merger Partner and its Subsidiaries operate generally or compete (except to the extent those changes or events have a disproportionate effect on Merger Partner and its Subsidiaries relative to the other participants in the industry or industries in which Merger Partner and its Subsidiaries operate), (D) changes in generally accepted accounting principles or requirements (except to the extent those changes have a disproportionate effect on Merger Partner and its Subsidiaries relative to the other participants in the industry or industries in which Merger Partner and its Subsidiaries operate), (E) changes in laws, rules or regulations of general applicability or interpretations thereof by any Governmental Entity (except to the extent those changes have a disproportionate effect on Merger Partner and its Subsidiaries relative to the other participants in the industry or industries in which Merger Partner and its Subsidiaries operate), (F) any natural disaster or any outbreak of major hostilities in which the United States is involved or any act of terrorism within the United States or directed against its facilities or citizens wherever located or any governmental response to any of the date foregoing (except to the extent those changes or events have a disproportionate effect on Merger Partner and its Subsidiaries relative to the other participants in the industry or industries in which Merger Partner and its Subsidiaries operate), or (G) any failure by Merger Partner to meet any internal guidance, budgets, plans, projections or forecasts of its revenues, earnings or other financial performance or results of operations (but not, in the case of Clause (G)), the underlying cause of such changes or failures, unless such changes or failures would otherwise be excepted from this definition). For the avoidance of doubt, the Parties agree that the terms “material,” “materially” and “materiality” as used in this Agreement (with an initial lower-case “m” shall have their respective customary and ordinary meanings, without regard to the “meanings ascribed to Merger Partner Material Adverse Effect or Public Company Regulations”). Each of the Company Articles and the Company Regulations were duly adopted and is Material Adverse Effect, in full force and effect each case as of the date of defined in this Agreement. Neither the Merger Partner has made available to Public Company nor any Company Subsidiary complete and accurate copies of its certificate of incorporation and bylaws and is not in material default under or in material violation in any material respect of any provision of either such documentsdocument.

Organization, Standing and Power. Each of the Company and each the Subsidiaries of the Company’s Subsidiaries Company (the “Company Subsidiaries”) is duly organized, validly existing and in active status or good standing standing, as applicable, under the Laws laws of the jurisdiction in which it is organized (in the case of active status or good standing, to the extent such jurisdiction recognizes such concept), except, in the case of the Company Subsidiaries, where the failure to be so organized, existing or in active status or good standing, individually or in the aggregateas applicable, has not had and would not reasonably be expected to have have, individually or in the aggregate, a Company Material Adverse Effect. Each of the Company and the Company Subsidiaries has all requisite corporate or similar entity power and authority and possesses all Permits necessary to enable it to own, leaseoperate, operate lease or otherwise hold its properties and assets and to conduct its businesses as presently conducted (the “Company Permits”)conducted, except where the failure to have such power or authority would not have or would not reasonably be expected to possess the Company Permitshave, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and the Company Subsidiaries is duly qualified or licensed to do business in each jurisdiction where the nature of its business or the ownership, operation or leasing of its properties and assets makes make such qualification necessary, other than except in any such jurisdictions jurisdiction where the failure to be so qualified or licensedlicensed would not have or would not reasonably be expected to have, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. The Company has made available to Parent, prior to execution of this Agreement, Parent true and complete copies of the Amended amended and Restated Articles restated articles of Incorporation incorporation of the Company in effect as of the date of this Agreement, together with all amendments thereto in effect as of the date of this Agreement (the “Company Articles”), ) and the Amended and Restated Regulations bylaws of the Company in effect as of the date of this Agreement, together with all amendments thereto in effect as of the date of this Agreement (the “Company RegulationsBylaws”). Each of the Company Articles and the Company Regulations were duly adopted and is in full force and effect as of the date of this Agreement. Neither the Company nor any Company Subsidiary is in violation in any material respect of any provision of such documents.

Organization, Standing and Power. (a) Each of the Company and each of the Company’s Parent, its Subsidiaries (the “Company Subsidiaries”including Merger Sub) is and Parent Manager is, as applicable, a corporation, partnership or limited liability company duly organized, validly existing and and, where relevant, in good standing under the Laws of the its jurisdiction in which it is organized (in the case of good standingincorporation or organization, with all requisite entity power and authority to own, lease and, to the extent such jurisdiction recognizes such concept)applicable, exceptoperate its properties and to carry on its business as now being conducted, in the case of the Company Subsidiaries, other than where the failure to be so organized, existing or validly existing, in good standingstanding or to have such power or authority would not reasonably be expected to (i) in the case of Parent and Merger Sub, have, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect on Parent (a “Parent Material Adverse Effect”) and (ii) in the case of Parent Manager, materially prevent the ability of Parent Manager to perform its obligations under this Agreement or to consummate the Transactions before the End Date. Each of the Company Parent, its Subsidiaries (including Merger Sub) and the Company Subsidiaries has all requisite corporate or similar power and authority and possesses all Permits necessary to enable it to own, lease, operate or otherwise hold its properties and assets and to conduct its businesses as presently conducted (the “Company Permits”), except where the failure to have such power or authority or to possess the Company Permits, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and the Company Subsidiaries Parent Manager is duly qualified or licensed to do business and, where relevant, is in good standing in each jurisdiction where in which the nature of its business it is conducting, or the ownershipoperation, operation ownership or leasing of its properties and assets properties, makes such qualification qualification, licensing or good standing necessary, other than in such jurisdictions where the failure to so qualify, be so qualified licensed or licensedin good standing would not reasonably be expected to (x) in the case of Parent and Merger Sub, have, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Parent Material Adverse EffectEffect and (y) in the case of Parent Manager, materially prevent the ability of Parent Manager to perform its obligations under this Agreement or to consummate the Transactions before the End Date. The Company Parent and Merger Sub each has heretofore made available to Parent, prior to execution of this Agreement, true the Company complete and complete correct copies of the Amended and Restated Articles of Incorporation of the Company in effect as of the date of this Agreement, together with all amendments thereto in effect as of the date of this Agreement (the “Company Articles”), and the Amended and Restated Regulations of the Company in effect as of the date of this Agreement, together with all amendments thereto in effect as of the date of this Agreement (the “Company Regulations”). Each of the Company Articles and the Company Regulations were duly adopted and is in full force and effect as of the date of this Agreement. Neither the Company nor any Company Subsidiary is in violation in any material respect of any provision of such documentsits Organizational Documents.

Organization, Standing and Power. Each of the Company and each of the Company’s 's Significant Subsidiaries (the “Company Subsidiaries”as defined below) is a corporation, partnership or limited liability company duly organized, validly existing and in good standing under the Laws laws of the jurisdiction in which it is organized (in the case its state of good standingincorporation or organization, to the extent such jurisdiction recognizes such concept), except, in the case of the Company Subsidiaries, where the failure to be so organized, existing or in good standing, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and the Company Subsidiaries has all requisite corporate or similar power and authority and possesses all Permits necessary to enable it to own, lease, lease and operate or otherwise hold its properties and assets to carry on its business as now being conducted, and to conduct its businesses as presently conducted (the “Company Permits”), except where the failure to have such power or authority or to possess the Company Permits, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and the Company Subsidiaries is duly qualified or licensed and in good standing to do business in each jurisdiction where in which the nature of its business it is conducting, or the ownershipoperation, operation ownership or leasing of its properties and assets properties, makes such qualification necessary, other than in such jurisdictions where the failure so to be so qualified or licensed, individually or in the aggregate, has not had and qualify would not have a Material Adverse Effect (as defined below) on the Company. The Company has heretofore delivered to Parent complete and correct copies of its Restated Certificate of Incorporation and Bylaws, each as amended to date. All Significant Subsidiaries of the Company and their respective jurisdictions of incorporation or organization are identified on Schedule 3.1(a)(i) of the disclosure schedule dated as of the date hereof and signed by an authorized officer of the Company and delivered to Parent on or prior to the date hereof (the "Company Disclosure Schedule"). As used in this Agreement: (i) a "Significant Subsidiary" means any Subsidiary of the Company or Parent, as the case may be, that would constitute a Significant Subsidiary of such party within the meaning of Rule 1-02 of Regulation S-X of the Securities and Exchange Commission (the "SEC"); (ii) a "Material Adverse Effect" or "Material Adverse Change" shall mean, in respect of the Company or Parent, as the case may be, any effect or change that is or would reasonably be expected to have be materially adverse to the business, operations, assets, condition (financial or otherwise) or results of operations of such party and its Subsidiaries taken as a Company Material Adverse Effect. The Company has made available whole, other than any change, circumstance or effect to Parentthe extent it results from or arises out of (1) changes in the economy in general, prior to execution of this Agreement(2) changes or circumstances affecting in general the industries in which such party operates, true and complete copies (3) in the case of the Amended and Restated Articles of Incorporation Company, the failure of the Company to retain its general managers and other key employees or any material disruption in effect supplier relationships as a result of the date transaction contemplated by this Agreement or the public announcement thereof or policies or other actions adopted or taken by Parent or any of this Agreementits affiliates or Subsidiaries (it being understood that the Company shall be responsible for the control of its business prior to the Effective Time), together with all amendments thereto (4) in effect as the case of the date of this Agreement (the “Company Articles”)Company, and the Amended and Restated Regulations matters disclosed on Schedule 3.1(a)(ii) of the Company Disclosure Schedule or (5) in effect as the case of Parent, matters disclosed on Schedule 3.2(a)(ii) of the date Parent Disclosure Schedule (as hereinafter defined); and (iii) "Subsidiary" means, with respect to any party, any corporation or other organization, whether incorporated or unincorporated, of this Agreementwhich: (1) such party or any other Subsidiary of such party is a general partner (excluding partnerships, together with all amendments thereto in effect as the general partnership interests of which are held by such party or any Subsidiary of such party that do not have a majority of the date of this Agreement voting interest in such partnership) or (the “Company Regulations”). Each 2) at least a majority of the Company Articles and the Company Regulations were duly adopted and is in full force and effect as securities or other interests having by their terms ordinary voting power to elect a majority of the date Board of this Agreement. Neither the Company nor any Company Subsidiary is in violation in any material respect of any provision of such documents.Directors or others performing similar

Organization, Standing and Power. (i) Each of the Company REIT and each of the Company’s Subsidiaries (the “Company Subsidiaries”) OPCO is a corporation or limited partnership, respectively, duly organizedformed, validly existing and in good standing under the Laws laws of the jurisdiction in which it is organized (in the case State of good standingits incorporation or formation, to the extent such jurisdiction recognizes such concept), except, in the case and has all of the Company Subsidiariesrequisite power, where the failure to be so organized, existing or in good standing, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and the Company Subsidiaries has all requisite corporate or similar power and other, authority and possesses all Permits necessary to enable it government approvals or licenses to own, lease, operate or otherwise hold its properties and assets and to conduct carry on its businesses business as presently conducted (the “Company Permits”), except where the failure to have such power or authority or to possess the Company Permits, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effectnow being conducted. Each of the Company REIT and the Company Subsidiaries OPCO is duly qualified or licensed to do business and is in good standing in each jurisdiction where in which the nature of its the business it is conducting, or the ownership, operation or leasing of its properties and assets or the management of properties for others makes such qualification or licensing necessary, other than in such jurisdictions where the failure to be so qualified or licensedlicensed or in good standing would not, individually or in the aggregate, has not had and would not reasonably be expected to have constitute a Company Gadsden Material Adverse Effect. Each jurisdiction in which the REIT and OPCO is qualified or licensed to do business under which it conducts business in any jurisdiction is identified in Section 4.02(a) of the Gadsden Disclosure Letter. The Company REIT has heretofore made available to Parent, prior to execution of this Agreement, true each Seller Party complete and complete correct copies of the Amended and Restated Articles articles of Incorporation association, certificate of limited partnership of each of the Company in effect REIT and OPCO, each, as of the date of this Agreement, together with all amendments thereto in effect as of amended to the date of this Agreement (the each, a “Company ArticlesGadsden Charter”), and the Amended and Restated Regulations of the Company in effect bylaws or limited partnership agreement, each, as of amended through the date of this Agreementhereof (each, together with all amendments thereto in effect as of the date of this Agreement (the a “Company RegulationsGadsden Bylaws”). Each The Gadsden Charter and the Gadsden Bylaws of each of the Company Articles REIT and the Company Regulations were duly adopted and OPCO is in full force and effect as of on the date of this Agreement. Neither the Company nor any Company Subsidiary is in violation in any material respect Agreement and a true and complete copy of any provision of such documentseach Gadsden Charter and Gadsden Bylaws has been previously provided to Sellers.

Organization, Standing and Power. Each of the Company Parent and each of the CompanyParent’s Subsidiaries (the “Company Parent Subsidiaries”) is duly organized, validly existing and in good standing under the Laws of the jurisdiction in which it is organized (in the case of good standing, to the extent such jurisdiction recognizes such concept), except, in the case of the Company Parent Subsidiaries, where the failure to be so organized, existing or in good standing, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Parent Material Adverse Effect. Each of the Company Parent and the Company Parent Subsidiaries has all requisite corporate or similar power and authority and possesses all Permits governmental franchises, licenses, permits, authorizations, variances, exemptions, orders and approvals (collectively, “Permits”) necessary to enable it to own, lease, operate lease or otherwise hold its properties and assets and to conduct its businesses as presently conducted (the “Company Parent Permits”), except where the failure to have such power or authority or to possess the Company Parent Permits, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Parent Material Adverse Effect. Each of the Company Parent and the Company Parent Subsidiaries is duly qualified or licensed to do business in each jurisdiction where the nature of its business or the ownership, operation or leasing of its properties and assets makes such qualification necessary, other than in such jurisdictions where the failure to be so qualified or licensed, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Parent Material Adverse Effect. The Company Parent has made available to Parentthe Company, prior to execution of this Agreement, true and complete copies of the Amended and Restated Articles of Incorporation of the Company in effect as of the date of this Agreement, together with all amendments thereto Parent in effect as of the date of this Agreement (the “Company Parent Articles”), ) and the Amended and Restated Regulations of the Company in effect as of the date of this Agreement, together with all amendments thereto Parent in effect as of the date of this Agreement (the “Company Parent Regulations”). Each of the Company Articles and the Company Regulations were duly adopted and is in full force and effect as of the date of this Agreement. Neither the Company nor any Company Subsidiary is in violation in any material respect of any provision of such documents.

Organization, Standing and Power. Each of the The Company and each of the Company’s its Subsidiaries (the “Company Subsidiaries”) is a corporation, limited liability company, or other legal entity duly organized, validly existing existing, and in good standing (to the extent that the concept of “good standing” is applicable in the case of any jurisdiction outside the United States) under the Laws of its jurisdiction of organization, and has the jurisdiction in which it is organized (in the case of good standingrequisite corporate, limited liability company, or other organizational, as applicable, power and authority to the extent such jurisdiction recognizes such concept)own, exceptlease, and operate its assets and to carry on its business as now conducted, other than, in the case of the Company Company’s Subsidiaries, where the failure to be so organized, existing or to be in good standingstanding or to have such power, individually authority or in the aggregate, has not had and standing (A) would not reasonably be expected to have a Company Material Adverse EffectEffect or (B) would reasonably be expected to prevent, materially impede or materially delay the consummation of the Transactions on a timely basis and in any event on or before the End Date. Each of the Company and the Company Subsidiaries has all requisite corporate or similar power and authority and possesses all Permits necessary to enable it to own, lease, operate or otherwise hold its properties and assets and to conduct its businesses as presently conducted (the “Company Permits”), except where the failure to have such power or authority or to possess the Company Permits, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and the Company Subsidiaries is duly qualified or licensed to do business as a foreign corporation, limited liability company, or other legal entity and is in good standing (to the extent that the concept of “good standing” is applicable in the case of any jurisdiction outside the United States) in each jurisdiction where the character of the assets and properties owned, leased, or operated by it or the nature of its business or the ownership, operation or leasing of its properties and assets makes such qualification or license necessary, other than in such jurisdictions except where the failure to be so qualified or licensedlicensed or to be in good standing, (A) would not reasonably be expected to have, individually or in the aggregate, has not had and a Company Material Adverse Effect or (B) would not reasonably be expected to have a Company Material Adverse Effect. The Company has made available to Parentprevent, prior to execution of this Agreement, true and complete copies materially impede or materially delay the consummation of the Amended Transactions on a timely basis and Restated Articles of Incorporation of the Company in effect as of the date of this Agreement, together with all amendments thereto in effect as of the date of this Agreement (the “Company Articles”), and the Amended and Restated Regulations of the Company in effect as of the date of this Agreement, together with all amendments thereto in effect as of the date of this Agreement (the “Company Regulations”). Each of the Company Articles and the Company Regulations were duly adopted and is in full force and effect as of the date of this Agreement. Neither the Company nor any Company Subsidiary is in violation in any material respect of any provision of such documentsevent on or before the End Date.

Organization, Standing and Power. Each of Xxxxxxxx Xxxxx, XXx, XXx, Xxxxxxxx House Mexico, Sony Mexico, Time Warner Mexico and Columbia House Canada (collectively, the Company "Columbia House Entities") and each of the Company’s Subsidiaries subsidiaries of Xxxxxxxx Xxxxx xxx Xxxxxxxx Xxxxx Xxxxxx (the “Company "Columbia House Subsidiaries”") is duly organized, formed and validly existing and in good standing under the Laws of the jurisdiction in which it is organized (in the case of good standing, to the extent such jurisdiction recognizes such concept), except, in the case of the Company Subsidiaries, where the failure to be so organized, existing or in good standing, individually or in the aggregate, formed and has not had and would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and the Company Subsidiaries has all requisite corporate or similar full power and authority and possesses all Permits governmental franchises, licenses, permits, authorizations and approvals necessary to enable it to own, lease, operate lease or otherwise hold its properties and assets and to conduct its businesses as presently conducted (conducted, other than such franchises, licenses, permits, authorizations and approvals the “Company Permits”), except where the failure to have such power or authority or to possess the Company Permitslack of which, individually or and in the aggregate, has not had and would could not reasonably be expected to have a Company material adverse effect on the Columbia House Entities and the Columbia House Subsidiaries, taken as a whole, or a material adverse effect on the ability of any of the Columbia House Entities, the Columbia House Subsidiaries, Time Warner Canada or Sony Canada to perform its obligations under any of the Transaction Agreements to which it is a party or to consummate the Transactions, except to the extent such effect is the result of (i) actions taken by CDnow (other than actions required by any Transaction Agreement) or economic factors affecting the economy as a whole or the industry in which the Columbia House Entities compete or (ii) payment of legal fees incurred in the defense of any litigation by stockholders of CDnow challenging the Transactions (a "Columbia House Entities Material Adverse Effect"). Each of the Company Columbia House Entities and the Company Subsidiaries each Columbia House Subsidiary is duly qualified or licensed to do business in each jurisdiction where the nature of its business or the ownership, operation ownership or leasing of its properties and assets makes such qualification necessary, other than in such jurisdictions except where the failure to be so qualified or licensed, individually or in the aggregate, qualify has not had and would could not reasonably be expected to have a Company Columbia House Entities Material Adverse Effect. The Company Time Warner or Sony has made available delivered to Parent, prior to execution of this Agreement, CDnow true and complete copies of the Amended joint venture agreements in respect of each of MCo, VCo and Restated Articles Columbia House, the organizational documents of Incorporation of the Company in effect as of the date of this AgreementTime Warner Mexico, together with all amendments thereto in effect as of the date of this Agreement (the “Company Articles”)Sony Mexico, Xxxxxxxx Xxxxx Xxxxxx xxx Xxxxxxxx Xxxxx Xxxxxx and the Amended and Restated Regulations organizational documents of the Company each Columbia House Subsidiary, in effect each case as of the date of this Agreement, together with all amendments thereto in effect as of the date of this Agreement (the “Company Regulations”). Each of the Company Articles and the Company Regulations were duly adopted and is in full force and effect as of amended to the date of this Agreement. Neither As of the Company nor any Company Subsidiary is Effective Time, the joint venture agreement in violation in any material respect of any provision MCo will be substantially in the form of such documentsExhibit M attached hereto, the joint venture agreement in respect of VCo will be substantially in the form of Exhibit N attached hereto and the joint venture agreement in respect of Columbia House will be substantially in the form of Exhibit O attached hereto.

Organization, Standing and Power. Each of the Company and each of the Company’s Subsidiaries United States Pharmaceutical Group, L.L.C., a Delaware limited liability company (the “Company SubsidiariesUSPGI”) ), is duly organizedformed, validly existing and in good standing under the Laws laws of the jurisdiction in which it is organized (in the case of good standing, to the extent such jurisdiction recognizes such concept), except, in the case of the Company Subsidiaries, where the failure to be so organized, existing or in good standing, individually or in the aggregate, and has not had and would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and the Company Subsidiaries has all requisite corporate or similar full limited liability company power and authority and possesses all Permits governmental franchises, licenses, permits, authorizations and approvals necessary to enable it to own, lease, operate lease or otherwise hold its properties and assets and to conduct its businesses as presently conducted (conducted, other than such franchises, licenses, permits, authorizations and approvals the “Company Permits”), except where the failure to have such power or authority or to possess the Company Permitslack of which, individually or in the aggregate, has not had and would could not reasonably be expected to have a Company Material Adverse Effect. Each The term “Company Material Adverse Effect” shall mean any material adverse effect on the business, financial condition or results of operations of the Company and USPGI, taken as a whole, and shall exclude any such change or effect that arises out of or is related to: (i) changes in (x) general economic, regulatory or political conditions or (y) financial or securities markets in general; (ii) the announcement or public disclosure of this Agreement, the other Transaction Agreements, the Transactions or the identity of Parent; (iii) the Company’s and USPGI’s industries in general and not specifically related to the Company Subsidiaries is or USPGI; (iv) changes or clarifications in Laws (or in the Company’s interpretation of such Laws) related to (x) the businesses presently conducted by the Company and USPGI or (y) health care (including Medicare or Medicaid), in general; or (v) changes in GAAP (as defined in Section 3.06) or regulatory accounting principles for the Company’s and USGPI’s industries. The Company and USPGI are duly qualified or licensed to do business in each jurisdiction where the nature of its their business or the ownership, operation their ownership or leasing of its properties and assets makes make such qualification necessary, other than in such jurisdictions except where the failure to be so qualified or licensed, individually or in the aggregate, qualify has not had and would or could not reasonably be expected to have a Company Material Adverse Effect. The Company has made available to Parent, prior to execution of this Agreement, Parent true and complete copies of the Amended and Restated Articles of Incorporation Organization of the Company in effect Company, as of the date of this Agreement, together with all amendments thereto in effect as of amended to the date of this Agreement (as so amended, the “Company Articles”), the Company Operating Agreement and the Amended and Restated Regulations comparable organizational documents of the Company USPGI, in effect each case as of amended through the date of this Agreement, together with all amendments thereto in effect as of the date of this Agreement (the “Company Regulations”). Each of the Company Articles and the Company Regulations were duly adopted and is in full force and effect as of the date of this Agreement. Neither the Company nor any Company Subsidiary is in violation in any material respect of any provision of such documents.

Organization, Standing and Power. Each of the Company CDnow, Holdco, Pennsylvania Sub, Delaware Sub I and Delaware Sub II and each of the Company’s Subsidiaries other subsidiaries of CDnow (Holdco, Pennsylvania Sub, Delaware Sub I, Delaware Sub II and each other subsidiary of CDnow being collectively referred to in this Agreement as the “Company "CDnow Subsidiaries”") is duly organized, validly existing and in good standing under the Laws of the jurisdiction in which it is organized (in the case of good standing, to the extent such jurisdiction recognizes such concept), except, in the case of the Company Subsidiaries, where the failure to be so organized, existing or in good standing, individually or in the aggregate, and has not had and would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and the Company Subsidiaries has all requisite corporate or similar full power and authority and possesses all Permits governmental franchises, licenses, permits, authorizations and approvals necessary to enable it to own, lease, operate lease or otherwise hold its properties and assets and to conduct its businesses as presently conducted (conducted, other than such franchises, licenses, permits, authorizations and approvals the “Company Permits”), except where the failure to have such power or authority or to possess the Company Permitslack of which, individually or and in the aggregate, has not had and would could not reasonably be expected to have a Company material adverse effect (as defined in Section 11.03) on CDnow and the CDnow Subsidiaries, taken as a whole, or a material adverse effect on the ability of CDnow or any of the CDnow Subsidiaries to perform its obligations under any of the Transaction Agreements to which it is a party or to consummate the Transactions, except to the extent such effect is the result of (i) actions taken by Time Warner or Sony (other than actions required by any Transaction Agreement) or economic factors affecting the economy as a whole or the industry in which CDnow competes or (ii) payment of legal fees incurred in the defense of any litigation by stockholders of CDnow challenging the Transactions (a "CDnow Material Adverse Effect"). Each of the Company CDnow and the Company Subsidiaries each CDnow Subsidiary is duly qualified or licensed to do business in each jurisdiction where the nature of its business or the ownership, operation ownership or leasing of its properties and assets makes such qualification necessary, other than in such jurisdictions except where the failure to be so qualified or licensed, individually or in the aggregate, qualify has not had and would could not reasonably be expected to have a Company CDnow Material Adverse Effect. The Company CDnow has made available delivered to Parent, prior to execution each of this Agreement, Time Warner and Sony true and complete copies of the Amended and Restated Articles articles of Incorporation incorporation of the Company in effect CDnow, as of the date of this Agreement, together with all amendments thereto in effect as of amended to the date of this Agreement (as so amended, the “Company Articles”"CDnow Charter"), and the Amended and Restated Regulations by-laws of the Company in effect CDnow, as of the date of this Agreement, together with all amendments thereto in effect as of amended to the date of this Agreement (as so amended, the “Company Regulations”"CDnow By-laws"). Each of the Company Articles , and the Company Regulations were duly adopted and is comparable organizational documents of each CDnow Subsidiary, in full force and effect each case as of amended to the date of this Agreement. Neither As of the Company nor any Company Subsidiary is Effective Time, the Certificate of Incorporation of Holdco will be substantially in violation the form of Exhibit K attached hereto and the By-laws of Holdco will be substantially in any material respect the form of any provision of such documentsExhibit L attached hereto.

Organization, Standing and Power. Each of the (i) The Company and each of the Company’s Subsidiaries (the “Company Subsidiaries”) is duly organized, validly existing and in good standing under the Laws laws of the State of Delaware and has requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted. Each Subsidiary of the Company is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized of its organization and has requisite corporate, partnership or limited liability company (in as the case of good standingmay be) power and authority to own, lease and operate its properties and assets and to the extent such jurisdiction recognizes such concept)carry on its business as presently conducted, except, in the case of the Company Subsidiaries, except where the failure to be so organized, validly existing or in good standing, individually or in the aggregateto have such power or authority, has not had and would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and the Company Subsidiaries has all requisite corporate or similar power and authority and possesses all Permits necessary to enable it to own, lease, operate or otherwise hold its properties and assets and to conduct its businesses as presently conducted (the “Company Permits”), except where the failure to have such power or authority or to possess the Company Permitsto, individually or in the aggregate, (1) have a Company Material Adverse Effect or (2) prevent, materially delay or materially impair the ability of the Company to perform its obligations under this Agreement or to consummate the Merger. The Company and each of its Subsidiaries is duly qualified as a foreign corporation or other entity to do business and is in good standing in each jurisdiction where the ownership, leasing or operation of its properties or assets or the nature of its activities makes such qualification necessary, except for such failures to be so qualified as has not had and would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and the Company Subsidiaries is duly qualified or licensed to do business in each jurisdiction where the nature of its business or the ownership, operation or leasing of its properties and assets makes such qualification necessary, other than in such jurisdictions where the failure to be so qualified or licensedto, individually or in the aggregate, has not had and would not reasonably be expected to (I) have a Company Material Adverse EffectEffect or (II) prevent, materially delay or materially impair the ability of the Company to perform its obligations under this Agreement or to consummate the Merger. The Company has previously made available to Parent, prior to execution of this Agreement, Parent true and complete copies of the Amended and Restated Articles certificate of Incorporation incorporation, articles of incorporation, certificates of formation, bylaws, limited liability company agreements, certificates of partnership, bylaws, partnership agreement or other constituent, constitutional or organizational documents (including, for the avoidance of doubt, any certificates of designation or similar documents) (“Organizational Documents”), as applicable, of the Company and its Significant Subsidiaries, in each case as in effect as of the date of this Agreement, together with all amendments thereto in effect as of the date of this Agreement (the “Company Articles”), and the Amended and Restated Regulations of the Company in effect as of the date of this Agreement, together with all amendments thereto in effect as of the date of this Agreement (the “Company Regulations”)hereof. Each of the Company Articles and the Company Regulations were duly adopted and is The Company’s Organizational Documents are in full force and effect as of the date of this Agreement. Neither and the Company nor any Company Subsidiary is not in violation in any material respect of any provision of such documentsits Organizational Documents.

Organization, Standing and Power. Each of the Company Parent and each of the Company’s its Subsidiaries (the “Company Subsidiaries”) is a corporation, limited liability company, or other legal entity duly organized, validly existing existing, and in good standing (to the extent that the concept of “good standing” is applicable in the case of any jurisdiction outside the United States) under the Laws of its jurisdiction of organization, and has the jurisdiction in which it is organized (in the case of good standingrequisite corporate, limited liability company, or other organizational, as applicable, power and authority to the extent such jurisdiction recognizes such concept)own, exceptlease, and operate its assets and to carry on its business as now conducted other than, in the case of the Company Parent’s Subsidiaries, where the failure to be so organized, existing or to be in good standingstanding or to have such power, individually authority or in the aggregate, has not had and standing (A) would not reasonably be expected to have a Company Parent Material Adverse Effect. Each of the Company and the Company Subsidiaries has all requisite corporate Effect or similar power and authority and possesses all Permits necessary to enable it to own, lease, operate or otherwise hold its properties and assets and to conduct its businesses as presently conducted (the “Company Permits”), except where the failure to have such power or authority or to possess the Company Permits, individually or in the aggregate, has not had and B) would not reasonably be expected to have prevent, materially impede or materially delay the consummation of the Transactions on a Company Material Adverse Effecttimely basis and in any event on or before the End Date. Each of the Company Parent and the Company its Subsidiaries is duly qualified or licensed to do business as a foreign corporation, limited liability company, or other legal entity and is in good standing (to the extent that the concept of “good standing” is applicable in the case of any jurisdiction outside the United States) in each jurisdiction where the character of the assets and properties owned, leased, or operated by it or the nature of its business or the ownership, operation or leasing of its properties and assets makes such qualification or license necessary, other than in such jurisdictions except where the failure to be so qualified or licensedlicensed or to be in good standing, (A) would not reasonably be expected to have, individually or in the aggregate, has not had and a Parent Material Adverse Effect or (B) would not reasonably be expected to have a Company Material Adverse Effect. The Company has made available to Parentprevent, prior to execution of this Agreement, true and complete copies materially impede or materially delay the consummation of the Amended Transactions on a timely basis and Restated Articles of Incorporation of the Company in effect as of the date of this Agreement, together with all amendments thereto in effect as of the date of this Agreement (the “Company Articles”), and the Amended and Restated Regulations of the Company in effect as of the date of this Agreement, together with all amendments thereto in effect as of the date of this Agreement (the “Company Regulations”). Each of the Company Articles and the Company Regulations were duly adopted and is in full force and effect as of the date of this Agreement. Neither the Company nor any Company Subsidiary is in violation in any material respect of any provision of such documentsevent on or before the End Date.

Organization, Standing and Power. Each of the Company and each of the Company’s Subsidiaries (the “Company Subsidiaries”) is duly organized, validly existing and in good standing under the Laws of the jurisdiction in which it is organized (in the case of good standing, to the extent such jurisdiction recognizes such concept), except, in the case of the Company Subsidiaries, where the failure to be so organized, existing or in good standing, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and the Company Subsidiaries has all requisite corporate or similar power and authority and possesses all Permits necessary to enable it to own, lease, operate lease or otherwise hold its properties and assets and to conduct its businesses as presently conducted (the “Company Permits”), except where the failure to have such power or authority or to possess the Company Permits, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and the Company Subsidiaries is duly qualified or licensed to do business in each jurisdiction where the nature of its business or the ownership, operation or leasing of its properties and assets makes such qualification necessary, other than in such jurisdictions where the failure to be so qualified or licensed, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. The Company has made available to Parent, prior to execution of this Agreement, true and complete copies of the Amended and Restated Articles Certificate of Incorporation of the Company in effect as of the date of this Agreement, together with all amendments thereto Agreement (the “Company Charter”) and the Amended and Restated Bylaws of the Company in effect as of the date of this Agreement (the “Company ArticlesBylaws”), and the Amended and Restated Regulations of the Company in effect as of the date of this Agreement, together with all amendments thereto in effect as of the date of this Agreement (the “Company Regulations”). Each of the Company Articles and the Company Regulations were duly adopted and is in full force and effect as of the date of this Agreement. Neither the Company nor any Company Subsidiary is in violation in any material respect of any provision of such documents.

Organization, Standing and Power. Each of the The Company and each of the Company’s its Subsidiaries (the “Company Subsidiaries”) is a corporation, limited liability company or other legal entity duly organized, validly existing and in good standing under the Laws of the jurisdiction in which it is organized (in the case of good standing, to the extent such jurisdiction recognizes such concept), except, in the case of any indirect Subsidiary of the Company, where such failure to be in good standing may be remedied by making customary public filings and paying related fees that, in any event, are immaterial in amount) under the Laws of its jurisdiction of organization, and has the requisite corporate, limited liability company or other organizational, as applicable, power and authority to own, lease and operate its assets and properties and to carry on its business as now conducted. The Company has delivered, made available or offered for inspection to Parent a true, complete and correct copy of the articles of incorporation (including any certificate of designations), by-laws or like organizational documents, each as amended to date (collectively, the “Charter Documents”), of the Company and each of its Subsidiaries. The Company has made available to Parent true, correct and complete copies of the minutes (or in the case of draft minutes, the most recent drafts thereof) of all meetings and all actions by written consent of the shareholders of the Company, the Company Board and each committee of the Company Board held since February 1, 2009; provided, that in each case, the Company shall have the right to redact from the minutes all discussions regarding, and other references to, the exploration of strategic alternatives, including negotiations with Parent and Merger Sub related to the transactions contemplated by this Agreement or any other Person regarding a similar transaction. The Company and each of its Subsidiaries is duly qualified or licensed to do business as a foreign corporation, limited liability company or other legal entity and is in good standing in each jurisdiction where the character of the assets and properties owned, leased or operated by it or the nature or conduct of its business makes such qualification or license necessary, except where the failure to be so organized, existing qualified or licensed or to be in good standing, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and the Company Subsidiaries has all requisite corporate or similar power and authority and possesses all Permits necessary to enable it to own, lease, operate or otherwise hold its properties and assets and to conduct its businesses as presently conducted (the “Company Permits”), except where the failure to have such power or authority or to possess the Company Permitshave, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. Each , and all such jurisdictions (other than jurisdictions of incorporation or organization) are set forth on Section 4.01(a) of the Company and the Company Subsidiaries is duly qualified or licensed to do business in each jurisdiction where the nature of its business or the ownership, operation or leasing of its properties and assets makes such qualification necessary, other than in such jurisdictions where the failure to be so qualified or licensed, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. The Company has made available to Parent, prior to execution of this Agreement, true and complete copies of the Amended and Restated Articles of Incorporation of the Company in effect as of the date of this Agreement, together with all amendments thereto in effect as of the date of this Agreement (the “Company Articles”), and the Amended and Restated Regulations of the Company in effect as of the date of this Agreement, together with all amendments thereto in effect as of the date of this Agreement (the “Company Regulations”). Each of the Company Articles and the Company Regulations were duly adopted and is in full force and effect as of the date of this Agreement. Neither the Company nor any Company Subsidiary is in violation in any material respect of any provision of such documentsDisclosure Letter.

Organization, Standing and Power. Each of the Company and each of the Company’s Subsidiaries its subsidiaries (the “Company Subsidiaries”"COMPANY SUBSIDIARIES") is duly organized, validly existing and in good standing under the Laws laws of the jurisdiction in which it is organized and has full corporate power and authority and possesses all governmental franchises, licenses, permits, authorizations and approvals, and has made all filings, registrations and declarations, in each case whether domestic or foreign, necessary to enable it to own, lease or otherwise hold its properties and assets and to conduct its businesses as presently conducted, including all licenses, approvals and registrations by or with the U.S. Food and Drug Administration (in the case of good standing, to the extent such jurisdiction recognizes such concept"FDA"), exceptand all other Governmental Entities performing similar functions, necessary for the sale and distribution of its products in all jurisdictions in which such products are sold or distributed, in each case other than such franchises, licenses, permits, authorizations, approvals, filings, registrations and declarations the case lack of the Company Subsidiaries, where the failure to be so organized, existing or in good standingwhich, individually or and in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. Each of material adverse effect on the Company and the Company Subsidiaries has all requisite corporate or similar power and authority and possesses all Permits necessary to enable it to ownSubsidiaries, leasetaken as a whole, operate or otherwise hold its properties and assets and to conduct its businesses as presently conducted (a material adverse effect on the “Company Permits”), except where the failure to have such power or authority or to possess the Company Permits, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. Each ability of the Company to perform its obligations under this Agreement or a material adverse effect on the ability of the Company to consummate the Offer, the Merger and the other Transactions (a "COMPANY MATERIAL ADVERSE EFFECT"). The Company Subsidiaries and each Company Subsidiary is duly qualified or licensed to do business in each jurisdiction where the nature of its business or the ownership, operation their ownership or leasing of its properties and assets makes make such qualification necessary, other than in such jurisdictions necessary except where the failure to be so qualified or licensed, individually or in the aggregate, qualify has not had and would not reasonably be expected to have a Company Material Adverse Effect. The Company has made available to Parent, prior to execution of this Agreement, Parent true and complete copies of the Amended and Restated Articles articles of Incorporation organization of the Company in effect Company, as of the date of this Agreement, together with all amendments thereto in effect as of amended to the date of this Agreement (as so amended, the “Company Articles”"COMPANY CHARTER"), and the Amended and Restated Regulations by-laws of the Company in effect Company, as of the date of this Agreement, together with all amendments thereto in effect as of amended to the date of this Agreement (as so amended, the “Company Regulations”"COMPANY BY-LAWS"). Each of the Company Articles , and the comparable charter and organizational documents of each Company Regulations were duly adopted and is Subsidiary, in full force and effect each case as of amended through the date of this Agreement. Neither the Company nor any Company Subsidiary is in violation in any material respect of any provision of such documents.

Organization, Standing and Power. Each of the Company and each of the Company’s Subsidiaries (the “Company Subsidiaries”) Subsidiary is duly organized, validly existing and in good standing under the Laws laws of the jurisdiction in which it is organized (in the case of good standing, to the extent such jurisdiction recognizes such concept), except, in the case of the Company Subsidiaries, where the failure to be so organized, existing or in good standing, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and the Company Subsidiaries has all requisite corporate or similar power and authority and possesses all Permits governmental franchises, licenses, permits, authorizations, variances, exemptions, orders and approvals (collectively, “Permits”) necessary to enable it to own, lease, operate lease or otherwise hold its properties and assets and to conduct its businesses as presently conducted (the “Company Permits”), except where the failure to have such power or authority or to possess the Company Permits, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and the Company Subsidiaries is duly qualified or licensed to do business in each jurisdiction where the nature of its business or the ownership, operation ownership or leasing of its properties and assets makes make such qualification necessary, other than in such jurisdictions where the failure to be so qualified or licensed, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. The Company has delivered or made available to Parent, prior to execution of this Agreement, a true and complete copies copy of the Amended and Restated Articles Certificate of Incorporation of the Company in effect as of the date of this AgreementCompany, together with all amendments thereto in effect as of the date of this Agreement (the “Company ArticlesCertificate of Incorporation”), ) and the Amended amended and Restated Regulations restated by-laws of the Company in effect as of the date of this Agreement, together with all amendments thereto in effect as . Such Company Certificate of the date of this Agreement (the “Company Regulations”). Each of the Company Articles Incorporation and the Company Regulations were duly adopted and is by-laws are in full force and effect as and the Company is not, and has not been, in violation of any of the date provisions of this Agreement. Neither the Company nor any Company Subsidiary is in violation in any material respect Certificate of any provision of Incorporation or such documentsby-laws.

Organization, Standing and Power. Each of the Company DigitalGlobe and each of the Company’s Subsidiaries of DigitalGlobe (the “Company DigitalGlobe Subsidiaries”) is duly organized, validly existing and in good standing under the Laws laws of the jurisdiction in which it is organized (in the case of good standing, to the extent such jurisdiction recognizes such concept), except, in the case of the Company Subsidiaries, except where the failure to be so organized, existing or in good standing, individually or in the aggregate, has not had and would not reasonably be expected to have a Company DigitalGlobe Material Adverse Effect. Each of the Company DigitalGlobe and the Company DigitalGlobe Subsidiaries has all requisite corporate or similar power and authority and possesses all Permits governmental franchises, licenses, permits, authorizations, variances, exemptions, orders, registrations, clearances and approvals (collectively, “Permits”) necessary to enable it to own, leaseoperate, operate lease or otherwise hold its properties and assets and to conduct its businesses as presently conducted (the “Company DigitalGlobe Permits”), except where the failure to have such power or authority or to possess the Company DigitalGlobe Permits, individually or in the aggregate, has not had and would not reasonably be expected to have a Company DigitalGlobe Material Adverse Effect. Each of the Company DigitalGlobe and the Company DigitalGlobe Subsidiaries is duly qualified or licensed to do business in each jurisdiction where the nature of its business or the ownership, operation or leasing of its properties and assets makes make such qualification necessary, other than in such jurisdictions where the failure to be so qualified or licensed, individually or in the aggregate, has not had and would not reasonably be expected to have a Company DigitalGlobe Material Adverse Effect. The Company DigitalGlobe has delivered or made available to ParentGeoEye, prior to execution of this Agreement, (a) true and complete copies of the Amended and Restated Articles Certificate of Incorporation of the Company in effect as of the date of this Agreement, together with all amendments thereto DigitalGlobe in effect as of the date of this Agreement (the “Company ArticlesDigitalGlobe Charter”), ) and the Amended and Restated Regulations By-laws of the Company in effect as of the date of this Agreement, together with all amendments thereto DigitalGlobe in effect as of the date of this Agreement (the “Company RegulationsDigitalGlobe By-laws”). Each , (b) the Certificate of the Company Articles Incorporation and the Company Regulations were duly adopted and is By-laws of Merger Sub in full force and effect as of the date of this Agreement. Neither , and (c) the Certificate of Formation and Limited Liability Company nor any Company Subsidiary is Agreement of Merger Sub 2 in violation in any material respect effect as of any provision the date of such documentsthis Agreement.

Organization, Standing and Power. Each of the Company and each of the Company’s Subsidiaries (the “Company Subsidiaries”) is duly organized, validly existing and in good standing under the Laws laws of the jurisdiction in which it is organized (in the case of good standing, to the extent such jurisdiction recognizes such concept)organized, except, in the case of the Company Subsidiaries, where the failure to be so organized, existing or in good standing, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and the Company Subsidiaries has all requisite corporate or similar power and authority and possesses all Permits governmental franchises, licenses, permits, authorizations, variances, exemptions, orders, registrations, clearances and approvals (collectively, “Permits”) necessary to enable it to own, leaseoperate, operate lease or otherwise hold its properties and assets and to conduct its businesses as presently conducted (the “Company Permits”), except where the failure to have such power or authority or to possess the Company Permits, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and the Company Subsidiaries is duly qualified or licensed to do business in each jurisdiction where the nature of its business or the ownership, operation or leasing of its properties and assets makes make such qualification necessary, other than in such jurisdictions where the failure to be so qualified or licensed, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. The Company has made available to Parent, prior to execution of this Agreement, Parent true and complete copies of the Amended amended and Restated Articles restated articles of Incorporation incorporation of the Company in effect as of the date of this Agreement, together with all amendments thereto in effect as of the date of this Agreement (the “Company Articles”), ) and the Amended and Restated Regulations bylaws of the Company in effect as of the date of this Agreement, together with all amendments thereto in effect as of the date of this Agreement (the “Company RegulationsBylaws”). Each of the Company Articles and the Company Regulations were duly adopted and is in full force and effect as of the date of this Agreement. Neither the Company nor any Company Subsidiary is in violation in any material respect of any provision of such documents.

Organization, Standing and Power. Each of the Company and each of the Company’s Subsidiaries (the “Company Subsidiaries”) is duly organized, validly existing and in good standing under the Laws laws of the jurisdiction in which it is organized (in the case of good standing, to the extent such jurisdiction recognizes such concept), except, in the case of the Company Subsidiaries, where the failure to be so organized, existing or in good standing, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and the Company Subsidiaries has all requisite corporate or similar power and authority and possesses all Permits necessary to enable it to own, lease, operate lease or otherwise hold its properties and assets and to conduct its businesses as presently conducted (the “Company Permits”), except where the failure to have such power or authority or to possess the Company Permits, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and the Company Subsidiaries is duly qualified or licensed to do business in each jurisdiction where the nature of its business or the ownership, operation ownership or leasing of its properties and assets makes make such qualification necessary, other than in such jurisdictions where the failure to be so qualified or licensed, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. The Company has delivered or made available to Parent, prior to execution of this Agreement, true and complete copies of the Amended amended and Restated Articles restated certificate of Incorporation incorporation of the Company in effect as of the date of this Agreement, together with all amendments thereto in effect as of the date of this Agreement (the “Company ArticlesCharter”), ) and the Amended and Restated Regulations by-laws of the Company in effect as of the date of this Agreement, together with all amendments thereto in effect as of the date of this Agreement (the “Company RegulationsBy-laws”). Each The Company has not taken any action in breach or violation of any of the provisions of the Company Articles and Charter or the Company Regulations were duly adopted By-laws, and is in full force and effect as of the date of this Agreement. Neither the Company nor any no Company Subsidiary is in breach or violation in any material respect of any provision of such the provisions of its respective certificates of incorporation, by-laws or comparable governing documents, except, in the case of a Company Subsidiary, for breaches or violations that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect.

Organization, Standing and Power. Each of the Company Valeant and each of the CompanyValeant’s Subsidiaries (the “Company Valeant Subsidiaries”) is duly organized, validly existing and in good standing under the Laws laws of the jurisdiction in which it is organized (in the case of good standing, to the extent such jurisdiction recognizes such concept), except, in the case of the Company Valeant Subsidiaries, where the failure to be so organized, existing or in good standing, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Valeant Material Adverse Effect. Each of the Company Valeant and the Company Valeant Subsidiaries has all requisite corporate or similar power and authority and possesses all Permits necessary to enable it to own, leaseoperate, operate lease or otherwise hold its properties and assets and to conduct its businesses as presently conducted (the “Company Valeant Permits”), except where the failure to have such power or authority or to possess the Company Valeant Permits, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Valeant Material Adverse Effect. Each of the Company Valeant and the Company Valeant Subsidiaries is duly qualified or licensed to do business in each jurisdiction where the nature of its business or the ownership, operation or leasing of its properties and assets makes make such qualification necessary, other than in such jurisdictions where the failure to be so qualified or licensed, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Valeant Material Adverse Effect. The Company Valeant has delivered or made available to ParentBiovail, prior to execution of this Agreement, true and complete copies of the Amended and Restated Articles Certificate of Incorporation of the Company in effect as of the date of this Agreement, together with all amendments thereto Valeant in effect as of the date of this Agreement (the “Company ArticlesValeant Charter”), ) and the Amended and Restated Regulations By-laws of the Company in effect as of the date of this Agreement, together with all amendments thereto Valeant in effect as of the date of this Agreement (the “Company RegulationsValeant By-laws”). Each of the Company Articles and the Company Regulations were duly adopted and is in full force and effect as of the date of this Agreement. Neither the Company nor any Company Subsidiary is in violation in any material respect of any provision of such documents.

Organization, Standing and Power. Each of the Company Parent and each of the CompanyParent’s Subsidiaries (the “Company Parent Subsidiaries”) is duly organized, validly existing and in good standing under the Laws laws of the jurisdiction in which it is organized (in the case of good standing, to the extent such jurisdiction recognizes such concept), except, in the case of the Company Parent Subsidiaries, where the failure to be so organized, existing or in good standing, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Parent Material Adverse Effect. Each of the Company Parent and the Company Parent Subsidiaries has all requisite corporate or similar power and authority and possesses all Permits governmental franchises, licenses, permits, authorizations, variances, exemptions, orders and approvals (collectively, “Permits”) necessary to enable it to own, lease, operate lease or otherwise hold its properties and assets and to conduct its businesses as presently conducted (the “Company Parent Permits”), except where the failure to have such power or authority or to possess the Company Parent Permits, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Parent Material Adverse Effect. Each of the Company Parent and the Company Parent Subsidiaries is duly qualified or licensed to do business in each jurisdiction where the nature of its business or the ownership, operation ownership or leasing of its properties and assets makes make such qualification necessary, other than in such jurisdictions where the failure to be so qualified or licensed, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Parent Material Adverse Effect. The Company Parent has delivered or made available to Parentthe Company, prior to execution of this Agreement, true and complete copies of (a) the Amended amended and Restated Articles restated certificate of Incorporation incorporation of the Company in effect as of the date of this Agreement, together with all amendments thereto Parent in effect as of the date of this Agreement (the “Company ArticlesParent Certificate”), ) and the Amended and Restated Regulations by-laws of the Company in effect as of the date of this Agreement, together with all amendments thereto Parent in effect as of the date of this Agreement (the “Company RegulationsParent By-laws”)) and (b) the constituent documents of Merger Sub. Each Parent has not taken any action in breach or violation of any of the Company Articles and the Company Regulations were duly adopted and is in full force and effect as provisions of the date of this Agreement. Neither the Company nor any Company Parent Certificate or Parent By-laws and no Parent Subsidiary is in breach or violation in any material respect of any provision of such the provisions of its respective certificates of incorporation, by-laws or comparable governing documents, except, in the case of a Parent Subsidiary, for breaches or violations that, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect.

Organization, Standing and Power. Each of Parent and Sub is a corporation duly organized, validly existing and in good standing under the Company and each laws of the Company’s Subsidiaries (State of Georgia and Tennessee, respectively, and has the “Company Subsidiaries”) requisite corporate power and authority to carry on its business as now being conducted. Each Subsidiary of Parent is duly organized, validly existing and in good standing under the Laws laws of the jurisdiction in which it is organized and has the requisite corporate (in the case of good standinga Subsidiary that is a corporation) or other power and authority to carry on its business as now being conducted, to the extent such jurisdiction recognizes such concept), except, in the case of the Company Subsidiaries, except where the failure to be so organized, existing or in good standingstanding or to have such power or authority would not, individually or in the aggregate, has not had and would not reasonably be expected to have a Company "Material Adverse Effect" (as defined in this Section 2.1) on Parent. Each Except as set forth on Schedule 2.1, Parent and each of its Subsidiaries are duly qualified to do business, and are in good standing, in each jurisdiction where the Company and character of their properties owned or held under lease or the Company Subsidiaries has all requisite corporate or similar power and authority and possesses all Permits necessary to enable it to own, lease, operate or otherwise hold its properties and assets and to conduct its businesses as presently conducted (the “Company Permits”)nature of their activities makes such qualification necessary, except where the failure to have such power or authority or to possess the Company Permitsbe so qualified would not, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse EffectEffect on Parent. Each of the Company and the Company Subsidiaries is duly qualified or licensed to do business in each jurisdiction where the nature of its business or the ownership, operation or leasing of its properties and assets makes such qualification necessary, other than in such jurisdictions where the failure to be so qualified or licensed, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. The Company has made available to Parent, prior to execution For purposes of this Agreement, true (a) "Material Adverse Change" or "Material Adverse Effect" means, when used with respect to Parent or the Company, as the case may be, any change or effect that is materially adverse to the business, prospects, assets, liabilities, results of operation or financial condition of Parent and complete copies its Subsidiaries, taken as a whole, or the Company and its Subsidiaries, taken as a whole, as the case may be, and (b) "Subsidiary" means any corporation, partnership, joint venture or other legal entity of which Parent or the Company, as the case may be (either alone or through or together with any other Subsidiary), owns, directly or indirectly, 50% or more of the Amended and Restated Articles stock or other equity interests the holders of Incorporation which are generally entitled to vote for the election of the Company in effect as board of the date of this Agreement, together with all amendments thereto in effect as of the date of this Agreement (the “Company Articles”), and the Amended and Restated Regulations of the Company in effect as of the date of this Agreement, together with all amendments thereto in effect as of the date of this Agreement (the “Company Regulations”). Each of the Company Articles and the Company Regulations were duly adopted and is in full force and effect as of the date of this Agreement. Neither the Company nor any Company Subsidiary is in violation in any material respect of any provision directors or other governing body of such documents.corporation, partnership, joint venture or other legal entity. 2.2

Organization, Standing and Power. (i) The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. The Company has the requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted except where the failure to have such corporate power or authority would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Each Subsidiary of the Company and each of the Company’s Subsidiaries (the “Company Subsidiaries”) is duly organized, validly existing and in good standing under the Laws laws of the jurisdiction in which it is organized of its organization and has requisite corporate, partnership or limited liability company (in as the case of good standingmay be) power and authority to own, lease and operate its properties and assets and to the extent such jurisdiction recognizes such concept)carry on its business as presently conducted, except, in the case of the Company Subsidiaries, except where the failure to be so organized, validly existing or in good standing, or to have such power or authority, would not reasonably be expected to have, individually or in the aggregate, has not had a Company Material Adverse Effect. The Company and each of its Subsidiaries is duly qualified as a foreign corporation or other entity to do business and is in good standing in each jurisdiction where the ownership, leasing or operation of its properties or assets or the nature of its activities makes such qualification necessary, except for such failures to be so qualified or to be in good standing as would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and the Company Subsidiaries has all requisite corporate or similar power and authority and possesses all Permits necessary to enable it to own, lease, operate or otherwise hold its properties and assets and to conduct its businesses as presently conducted (the “Company Permits”), except where the failure to have such power or authority or to possess the Company Permitshave, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and the Company Subsidiaries is duly qualified or licensed to do business in each jurisdiction where the nature of its business or the ownership, operation or leasing of its properties and assets makes such qualification necessary, other than in such jurisdictions where the failure to be so qualified or licensed, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. The Company has previously made available to Parent, prior to execution of this Agreement, Parent true and complete copies of the Amended and Restated Articles articles or certificates of Incorporation incorporation, certificates of formation, charter, bylaws, limited liability company agreements, certificates of partnership, bylaws, partnership agreement or other similar organizational documents (“Organizational Documents”), as applicable, of the Company and its Significant Subsidiaries, in each case as in effect as of the date of this Agreement, together with all amendments thereto in effect as of the date of this Agreement (the “Company Articles”), and the Amended and Restated Regulations of the Company in effect as of the date of this Agreement, together with all amendments thereto in effect as of the date of this Agreement (the “Company Regulations”)hereof. Each of the Company Articles and the Company Regulations were duly adopted and is The Company’s Organizational Documents are in full force and effect as and the Company is not in violation of any of its Organizational Documents. All issued and outstanding shares of capital stock of, or other equity interests in the Company OP and any Significant Subsidiary of the date of this Agreement. Neither Company are wholly owned, directly or indirectly, by the Company nor any free and clear of all Liens (other than limitations on transfer and other restrictions imposed by federal or state securities Laws), and all shares of capital stock of, or other equity interests in, each such Subsidiary of the Company Subsidiary is in violation in any material respect have been duly authorized and validly issued and are fully paid, nonassessable and free of any provision of such documentspreemptive rights.

Organization, Standing and Power. Each HDI is a corporation duly organized and validly existing under the laws of the Company state of Colorado, has all requisite corporate power and each of the Company’s Subsidiaries (the “Company Subsidiaries”) corporate authority to own, lease and operate its properties and to carry on its businesses as now being conducted, and is duly organized, validly existing qualified and in good standing under the Laws of the jurisdiction in which it is organized (in the case of good standing, to the extent such jurisdiction recognizes such concept), except, in the case of the Company Subsidiaries, where the failure to be so organized, existing or in good standing, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and the Company Subsidiaries has all requisite corporate or similar power and authority and possesses all Permits necessary to enable it to own, lease, operate or otherwise hold its properties and assets and to conduct its businesses as presently conducted (the “Company Permits”), except where the failure to have such power or authority or to possess the Company Permits, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and the Company Subsidiaries is duly qualified or licensed to do business in each jurisdiction where the nature of its business or the ownership, operation or leasing of its properties and assets makes such qualification necessary, other than in such jurisdictions where the which a failure to be so qualified qualify would have a material adverse effect on the Business Condition (as hereinafter defined) of HDI. As used in this Agreement, "BUSINESS CONDITION" with respect to any entity shall mean the business, financial condition, results of operations, assets or licensedprospects (as defined below) (without giving effect to the Mergers) of such entity or entities including Subsidiaries taken as a whole. HDI has no Subsidiaries. In this Agreement, individually a "SUBSIDIARY" of any corporation or other entity means a corporation, partnership, limited liability company or other entity of which such corporation or entity directly or indirectly owns or controls voting securities or other interests which are sufficient to elect a majority of the Board of Directors or other managers of such corporation, partnership, limited liability company or other entity and "PROSPECTS" shall mean events, conditions, facts or developments which are known to HDI and which in the aggregate, has not had and would not reasonably be reasonable course of events are expected to have a Company Material Adverse Effectmaterial effect on future operations of the business as presently conducted by HDI. The Company References to HDI shall include all Subsidiaries of HDI, except the LLC, unless the context specifically indicates otherwise. HDI has made available delivered to Parent, prior to execution of this Agreement, true OnHealth complete and complete correct copies of the Amended articles, bylaws, and/or other primary charter and Restated Articles organizational documents ("HDI CHARTER DOCUMENTS") of Incorporation HDI, in each case, as amended to the date hereof. The minute books and stock records of HDI contain correct and complete records of all material proceedings and actions taken at all meetings of, or effected by written consent of, the shareholder of HDI and its Board of Directors, and all original issuances and subsequent transfers, repurchases, and cancellations of HDI's capital stock. The HDI Disclosure Schedule contains a complete and correct list of the Company in effect as officers and directors of the date of this Agreement, together with all amendments thereto in effect as of the date of this Agreement (the “Company Articles”), and the Amended and Restated Regulations of the Company in effect as of the date of this Agreement, together with all amendments thereto in effect as of the date of this Agreement (the “Company Regulations”). Each of the Company Articles and the Company Regulations were duly adopted and is in full force and effect as of the date of this Agreement. Neither the Company nor any Company Subsidiary is in violation in any material respect of any provision of such documentsHDI.

Organization, Standing and Power. Each of the Company Parent and each of the CompanyParent’s Subsidiaries (the “Company Parent Subsidiaries”) is duly organized, validly existing and in good standing under the Laws laws of the jurisdiction in which it is organized (in the case of good standing, to the extent such jurisdiction recognizes such concept), except, in the case of the Company Parent Subsidiaries, where the failure to be so organized, existing or in good standing, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Parent Material Adverse Effect. Each of the Company Parent and the Company Parent Subsidiaries has all requisite corporate or similar power and authority and possesses all Permits governmental franchises, licenses, permits, authorizations, variances, exemptions, orders and approvals (collectively, “Permits”) necessary to enable it to own, lease, operate lease or otherwise hold its properties and assets and to conduct its businesses as presently conducted (the “Company Parent Permits”), except where the failure to have such power or authority or to possess the Company Parent Permits, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Parent Material Adverse Effect. Each of the Company Parent and the Company Parent Subsidiaries is duly qualified or licensed to do business in each jurisdiction where the nature of its business or the ownership, operation ownership or leasing of its properties and assets makes make such qualification necessary, other than in such jurisdictions where the failure to be so qualified or licensed, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Parent Material Adverse Effect. The Company Parent has delivered or made available to Parentthe Company, prior to execution of this Agreement, true and complete copies of (a) the Amended amended and Restated Articles restated articles of Incorporation incorporation of the Company in effect as of the date of this Agreement, together with all amendments thereto Parent in effect as of the date of this Agreement (the “Company Parent Articles”), ) and the Amended and Restated Regulations by-laws of the Company in effect as of the date of this Agreement, together with all amendments thereto Parent in effect as of the date of this Agreement (the “Company RegulationsParent By-laws”). Each ) and (b) the constituent documents of the Company Articles and the Company Regulations were duly adopted and is in full force and effect as of the date of this Agreement. Neither the Company nor any Company Subsidiary is in violation in any material respect of any provision of such documentsMerger Sub.

Organization, Standing and Power. Each of the Company and each of the Company’s its Subsidiaries (the “Company Subsidiaries”) is a corporation, partnership or limited liability company duly organized, as the case may be, validly existing and in good standing under the Laws of the its jurisdiction in which it is organized (in the case of good standingincorporation or organization, with all requisite entity power and authority to the extent such jurisdiction recognizes such concept)own, exceptlease and operate its properties and to carry on its business as now being conducted, other than, in the case of the Company Company’s Subsidiaries, where the failure to be so organizedorganized or to have such power, existing authority or in good standingstanding would not reasonably be expected to have, individually or in the aggregate, has not had a Material Adverse Effect on the Company and its Subsidiaries, taken as a whole (a “Company Material Adverse Effect”). Each of the Company and its Subsidiaries is duly qualified or licensed and in good standing to do business in each jurisdiction in which the business it is conducting, or the operation, ownership or leasing of its properties, makes such qualification or license necessary, other than where the failure to so qualify, license or be in good standing would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and the Company Subsidiaries has all requisite corporate or similar power and authority and possesses all Permits necessary to enable it to own, lease, operate or otherwise hold its properties and assets and to conduct its businesses as presently conducted (the “Company Permits”), except where the failure to have such power or authority or to possess the Company Permitshave, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and the Company Subsidiaries is duly qualified or licensed to do business in each jurisdiction where the nature of its business or the ownership, operation or leasing of its properties and assets makes such qualification necessary, other than in such jurisdictions where the failure to be so qualified or licensed, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. The Company has heretofore made available to ParentParent complete and correct copies of its Organizational Documents and the Organizational Documents of each Subsidiary of the Company that constitutes a “significant subsidiary” of the Company within the meaning of Item 601(b)(21)(ii) of Regulation S-K (the “Company Significant Subsidiaries”), each as amended prior to the execution of this Agreement, true and complete copies of the Amended and Restated Articles of Incorporation of the Company in effect each as of the date of this Agreement, together with all amendments thereto in effect as of the date of this Agreement (the “Company Articles”), and the Amended and Restated Regulations of the Company in effect as of the date of this Agreement, together with all amendments thereto in effect as of the date of this Agreement (the “Company Regulations”). Each of the Company Articles and the Company Regulations were duly adopted and made available to Parent is in full force and effect as of the date of this Agreement. Neither effect, and neither the Company nor any Company Subsidiary of its Subsidiaries is in violation in any material respect of any provision of the provisions of such documentsOrganizational Documents.

Organization, Standing and Power. Each of the Company and each of the Company’s its Subsidiaries (the “Company Subsidiaries”) is duly organized, validly existing and in good standing under the Laws laws of the jurisdiction in which it is organized (in the case of good standing, to the extent such jurisdiction recognizes such concept), except, in the case of the Company Subsidiaries, where the failure to be so organized, existing or in good standing, individually or in the aggregate, and has not had and would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and the Company Subsidiaries has all requisite full corporate or similar power and authority and possesses all Permits governmental franchises, licenses, permits, authorizations and approvals necessary to enable it to own, lease, operate lease or otherwise hold its properties and assets and to conduct its businesses as presently conducted (conducted, other than such franchises, licenses, permits, authorizations and approvals the “Company Permits”), except where the failure to have such power or authority or to possess the Company Permitslack of which, individually or in the aggregate, has have not had and would not reasonably be expected to have a Company Material Adverse Effect. Each For purposes of this Agreement, “Material Adverse Effect” means a material adverse effect on (i) the business, financial condition or results of operations of the Company and the Company Subsidiaries, taken as a whole, (ii) the ability of the Company to perform its obligations under this Agreement, (iii) the ability of the Company to consummate the Acquisition and the other transactions contemplated hereby or (iv) the ability of the Company and the Company Subsidiaries is duly qualified or licensed to do business in each jurisdiction where the nature of its business or the ownership, operation or leasing of its properties and assets makes such qualification necessary, other than in such jurisdictions where the failure to be so qualified or licensed, individually or finance their operations on terms consistent with past practices in the aggregate, has not had capital markets through access to the asset-backed securitization markets and would not reasonably be expected to have a Company Material Adverse Effectthird party warehouse capacity. The Company has made available to Parent, prior to execution of this Agreement, the Acquirer true and complete copies of the Amended and Restated Articles articles of Incorporation incorporation of the Company in effect as of the date of this Agreement, together with all amendments thereto in effect as of amended to the date of this Agreement (as so amended, the “Company ArticlesCharter”), ) and the Amended and Restated Regulations bylaws of the Company in effect as of the date of this Agreement, together with all amendments thereto in effect as of amended to the date of this Agreement (as so amended, the “Company RegulationsBylaws”). Each The Company has made available to the Acquirer a true, complete and correct list of all of the Company Articles and the Company Regulations were duly adopted and is in full force and effect Subsidiaries as of the date of this Agreement. Neither Except for the Company nor Subsidiaries, the Company does not own beneficially or of record, directly or indirectly, more than 5.0% of any class of equity securities or similar interests of any corporation, bank, business trust, association or similar organization, and is not, directly or indirectly, a partner in any partnership or party to any joint venture. The Company owns, directly or indirectly through wholly-owned Company Subsidiaries, all of its interests in each Company Subsidiary is in violation in any material respect free and clear of any provision of such documentsand all Liens (as defined in Section 2.05).

Organization, Standing and Power. Each of the Company and each of the Company’s Subsidiaries its subsidiaries (the “Company Subsidiaries”) is duly organized, validly existing and in good standing under the Laws laws of the jurisdiction in which it is organized (and in which it has a place of business and has full corporate power and authority and possesses all governmental franchises, licenses, permits, authorizations and approvals necessary to enable it to own, lease or otherwise hold its properties and assets and to conduct its businesses as presently conducted, other than such franchises, licenses, permits, authorizations and approvals the case lack of good standing, to the extent such jurisdiction recognizes such concept), except, in the case of the Company Subsidiaries, where the failure to be so organized, existing or in good standingwhich, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. Each material adverse effect on the general affairs, prospects, management, financial position, stockholder’s equity or results of operations of the Company and the Company Subsidiaries has all requisite corporate or similar power and authority and possesses all Permits necessary to enable it to ownSubsidiaries, leasetaken as a whole, operate or otherwise hold its properties and assets and to conduct its businesses as presently conducted (a material adverse effect on the “Company Permits”), except where the failure to have such power or authority or to possess ability of the Company Permits, individually to perform its obligations under this Agreement or in on the aggregate, has not had and would not reasonably be expected ability of the Company to have consummate the Transactions (a “Company Material Adverse Effect. Each ”) or adversely affect the ability of the Parent post-exchange to comply with its ongoing reporting obligations under Sections 13 and 15 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and its ability to obtain an uplisting to Nasdaq or another exchange. The Company and the Company Subsidiaries is duly qualified or licensed to do business in each jurisdiction where the nature of its business or the ownership, operation ownership or leasing of its properties and assets makes make such qualification necessary, other than in such jurisdictions necessary except where the failure to be so qualified or licensed, individually or in the aggregate, has not had and qualify would not reasonably be expected to have a Company Material Adverse Effect. The Company has made available delivered to Parent, prior to execution of this Agreement, the Parent true and complete copies of the Amended certificate of incorporation and Restated Articles of Incorporation the bylaws of the Company in effect as and such other constituent instruments of the date of this AgreementCompany as may exist, together with all amendments thereto in effect each as of amended to the date of this Agreement (as so amended, the “Company ArticlesConstituent Instruments”), and the Amended comparable charter, organizational documents and Restated Regulations other constituent instruments of the each Company Subsidiary, in effect each case as of the date of this Agreement, together with all amendments thereto in effect as of the date of this Agreement (the “Company Regulations”). Each of the Company Articles and the Company Regulations were duly adopted and is in full force and effect as of amended through the date of this Agreement. Neither As of the Closing Date, the Company nor any Company Subsidiary is in violation in any material respect of any provision of such documentshas no subsidiaries.

Organization, Standing and Power. Each (i) Parent is a corporation duly organized, validly existing and in good standing under the laws of the Company State of Maryland. Parent has the requisite corporate power and each authority to own, lease and operate its properties and assets and to carry on its business as presently conducted except where the failure to have such corporate power or authority would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. Merger Sub is a limited liability company duly organized, validly existing and in good standing under the laws of the Company’s Subsidiaries (the “Company Subsidiaries”) State of Delaware and has requisite limited liability company power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted. Each Subsidiary of Parent is duly organized, validly existing and in good standing under the Laws laws of the jurisdiction in which it is organized of its organization and has requisite corporate, partnership or limited liability company (in as the case of good standingmay be) power and authority to own, lease and operate its properties and assets and to the extent such jurisdiction recognizes such concept)carry on its business as presently conducted, except, in the case of the Company Subsidiaries, except where the failure to be so organized, validly existing or in good standing, or to have such power or authority, would not reasonably be expected to have, individually or in the aggregate, has not had a Parent Material Adverse Effect. Parent and each of its Subsidiaries is duly qualified as a foreign corporation or other entity to do business and is in good standing in each jurisdiction where the ownership, leasing or operation of its properties or assets or the nature of its activities makes such qualification necessary, except for such failures to be so qualified or to be in good standing as would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and the Company Subsidiaries has all requisite corporate or similar power and authority and possesses all Permits necessary to enable it to own, lease, operate or otherwise hold its properties and assets and to conduct its businesses as presently conducted (the “Company Permits”), except where the failure to have such power or authority or to possess the Company Permitshave, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Parent Material Adverse Effect. Each of the Company and the Company Subsidiaries is duly qualified or licensed to do business in each jurisdiction where the nature of its business or the ownership, operation or leasing of its properties and assets makes such qualification necessary, other than in such jurisdictions where the failure to be so qualified or licensed, individually or in the aggregate, Parent has not had and would not reasonably be expected to have a Company Material Adverse Effect. The Company has previously made available to Parent, prior to execution of this Agreement, the Company true and complete copies of the Amended Organizational Documents, as applicable, of Parent, Merger Sub and Restated Articles of Incorporation of the Company its Significant Subsidiaries, in each case as in effect as of the date of this Agreement, together with all amendments thereto in effect as of the date of this Agreement (the “Company Articles”), and the Amended and Restated Regulations of the Company in effect as of the date of this Agreement, together with all amendments thereto in effect as of the date of this Agreement (the “Company Regulations”)hereof. Each of the Company Articles and the Company Regulations were duly adopted and is Parent’s Organizational Documents are in full force and effect as effect, and Parent is not in violation of any of its Organizational Documents. Merger Sub’s Organizational Documents are in full force and effect, and Merger Sub is not in violation of any of its Organizational Documents. All issued and outstanding shares of capital stock of, or other equity interests in the Parent OP and any Significant Subsidiary of Parent are wholly owned, directly or indirectly, by Parent free and clear of all Liens (other than limitations on transfer and other restrictions imposed by federal or state securities Laws), and all shares of capital stock of, or other equity interests in, each such Subsidiary of Parent have been duly authorized and validly issued and are fully paid, nonassessable and free of preemptive rights (other than in the case of the date Parent OP, preemptive rights of this Agreement. Neither the Company nor any Company Subsidiary is in violation in any material respect of any provision of such documentsParent OP GP).

Organization, Standing and Power. Each of the Company Parent and each of the Company’s its Subsidiaries (the “Company Subsidiaries”) is a corporation, partnership or limited liability company duly organized, as the case may be, validly existing and and, where such concept is recognized, in good standing under the Laws of the its jurisdiction in which it is organized (in the case of good standingincorporation or organization, with all requisite entity power and authority to the extent such jurisdiction recognizes such concept)own, exceptlease and operate its assets and properties and to carry on its business as now being conducted, other than, in the case of the Company Parent’s Subsidiaries, where the failure to be so organizedorganized or to have such power, existing authority or in good standingstanding would not reasonably be expected to (a) have, individually or in the aggregate, has not had a Material Adverse Effect on Parent and its Subsidiaries, taken as a whole (a “Parent Material Adverse Effect”) or (b) prevent, materially delay or materially impair the ability of Parent to consummate the Transactions. Each of Parent and its Subsidiaries is duly qualified or licensed and in good standing to do business in each jurisdiction in which the business it is conducting, or the operation, ownership or leasing of its assets or its properties, makes such qualification or license necessary, other than where the failure to so qualify, license or be in good standing would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and the Company Subsidiaries has all requisite corporate or similar power and authority and possesses all Permits necessary to enable it to own, lease, operate or otherwise hold its properties and assets and to conduct its businesses as presently conducted (the “Company Permits”), except where the failure to have such power or authority or to possess the Company Permitsi) have, individually or in the aggregate, a Parent Material Adverse Effect or (ii) prevent, materially delay or materially impair the ability of Parent to consummate the Transactions. Parent has not had heretofore made available to the Company complete and correct copies of its Organizational Documents and the Organizational Documents of each of US Holdings, Merger Sub 1 and Merger Sub 2, each as amended prior to the execution of this Agreement, and each such Organizational Document as made available to Parent is in full force and effect. None of Parent, any of such Subsidiaries and any Significant Subsidiary of Parent is in violation of any of the provisions of such Organizational Documents in any material respect, and no other Subsidiary of Parent is in violation of its Organizational Documents, except in the case of this clause for such violations that would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and the Company Subsidiaries is duly qualified or licensed to do business in each jurisdiction where the nature of its business or the ownership, operation or leasing of its properties and assets makes such qualification necessary, other than in such jurisdictions where the failure to be so qualified or licensedhave, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Parent Material Adverse Effect. The Company has made available to Parent, prior to execution of this Agreement, true and complete copies of the Amended and Restated Articles of Incorporation of the Company in effect as of the date of this Agreement, together with all amendments thereto in effect as of the date of this Agreement (the “Company Articles”), and the Amended and Restated Regulations of the Company in effect as of the date of this Agreement, together with all amendments thereto in effect as of the date of this Agreement (the “Company Regulations”). Each of the Company Articles and the Company Regulations were duly adopted and is in full force and effect as of the date of this Agreement. Neither the Company nor any Company Subsidiary is in violation in any material respect of any provision of such documents.

Organization, Standing and Power. Each of the Company Parent and each of the Company’s its Subsidiaries (the “Company Subsidiaries”) is a corporation, limited partnership or limited liability company duly organized, as the case may be, validly existing and in good standing under the Laws of the its jurisdiction in which it is organized (in the case of good standingincorporation or organization, with all requisite entity power and authority to the extent such jurisdiction recognizes such concept)own, exceptlease and operate its assets and properties and to carry on its business as now being conducted, other than, in the case of the Company Parent’s Subsidiaries, where the failure to be so organizedorganized or to have such power, existing authority or in good standing, individually or in the aggregate, standing has not had and would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and the Company Subsidiaries has all requisite corporate or similar power and authority and possesses all Permits necessary to enable it to own, lease, operate or otherwise hold its properties and assets and to conduct its businesses as presently conducted (the “Company Permits”), except where the failure to have such power or authority or to possess the Company Permitshave, individually or in the aggregate, a Material Adverse Effect on Parent and its Subsidiaries, taken as a whole (a “Parent Material Adverse Effect”). Each of Parent and its Subsidiaries is duly authorized, qualified or licensed and in good standing to do business in each jurisdiction in which the business it is conducting, or the operation, ownership or leasing of its assets and properties, makes such qualification or license necessary, other than where the failure to so qualify, license or be in good standing has not had and would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and the Company Subsidiaries is duly qualified or licensed to do business in each jurisdiction where the nature of its business or the ownership, operation or leasing of its properties and assets makes such qualification necessary, other than in such jurisdictions where the failure to be so qualified or licensedhave, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Parent Material Adverse Effect. The Company Parent has heretofore made available to Parentthe Company complete and correct copies of its Organizational Documents and the Organizational Documents of each Subsidiary of Parent that constitutes a “significant subsidiary” of Parent as defined in Rule 1-02(w) of Regulation S-X promulgated by the SEC as of the entry into this Agreement, each as amended prior to the execution of this AgreementAgreement and each Organizational Document, true and complete copies of as made available to the Amended and Restated Articles of Incorporation of the Company in effect as of the date of this AgreementCompany, together with all amendments thereto in effect as of the date of this Agreement (the “Company Articles”), and the Amended and Restated Regulations of the Company in effect as of the date of this Agreement, together with all amendments thereto in effect as of the date of this Agreement (the “Company Regulations”). Each of the Company Articles and the Company Regulations were duly adopted and is in full force and effect as of the date of this Agreement. Neither the Company effect, and neither Parent nor any Company Subsidiary of its Subsidiaries is in violation in any material respect of any provision of the provisions of such documentsOrganizational Documents.

Organization, Standing and Power. The Company is a corporation duly organized and validly existing under the laws of the State of Wisconsin, has filed with the Wisconsin Department of Financial Institutions the most recent annual report required to be filed by it, has not filed articles of dissolution, has a perpetual period of existence and has the requisite corporate power and authority to carry on its business as now being conducted. Each Subsidiary of the Company and each of the Company’s Subsidiaries (the “Company Subsidiaries”) is a corporation duly organized, validly existing and in good standing under the Laws laws of the jurisdiction in which it is organized (in and has the case of good standingrequisite corporate power and authority to carry on its business as now being conducted, to the extent such jurisdiction recognizes such concept), except, in the case of the Company Subsidiaries, except where the failure to be so organized, existing or in good standingstanding or to have such power or authority would not, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse EffectEffect on the Company. Each of the The Company and each of its Subsidiaries are duly qualified to do business, and are in good standing, in each jurisdiction where the Company Subsidiaries has all requisite corporate character of their properties owned or similar power and authority and possesses all Permits necessary to enable it to own, lease, operate held under lease or otherwise hold its properties and assets and to conduct its businesses as presently conducted (the “Company Permits”)nature of their activities makes such qualification necessary, except where the failure to have such power or authority or to possess the Company Permitsbe so qualified would not, individually or in the aggregate, has not had and would not have a Material Adverse Effect on the Company. For purposes of this Agreement, "MATERIAL ADVERSE CHANGE" or "MATERIAL ADVERSE EFFECT" mean, when used with respect to the Company, any change or effect that is or could reasonably be expected (as far as can reasonably be foreseen at the time) to have a Company Material Adverse Effect. Each be materially adverse to the business, operations, properties, assets, liabilities, employee relationships, customer or supplier relationships, earnings or results of operations, or the business prospects and condition (financial or otherwise) of the Company and the Company Subsidiaries is duly qualified or licensed to do business in each jurisdiction where the nature of its business or the ownershipSubsidiaries, operation or leasing of its properties and assets makes such qualification necessary, other than in such jurisdictions where the failure to be so qualified or licensed, individually or in the aggregate, has not had and would not reasonably be expected to have taken as a Company Material Adverse Effect. The Company has made available to Parent, prior to execution of this Agreement, true and complete copies of the Amended and Restated Articles of Incorporation of the Company in effect as of the date of this Agreement, together with all amendments thereto in effect as of the date of this Agreement (the “Company Articles”), and the Amended and Restated Regulations of the Company in effect as of the date of this Agreement, together with all amendments thereto in effect as of the date of this Agreement (the “Company Regulations”). Each of the Company Articles and the Company Regulations were duly adopted and is in full force and effect as of the date of this Agreement. Neither the Company nor any Company Subsidiary is in violation in any material respect of any provision of such documentswhole.

Organization, Standing and Power. Each of the Company Parent and each of the Company’s Subsidiaries (the “Company Subsidiaries”) Merger Sub 1 is a corporation duly organized, as the case may be, validly existing and in good standing under the Laws of the jurisdiction State of Delaware, and Merger Sub 2 is a limited liability company duly organized, validly and in which it is organized (in good standing under the case of good standing, to the extent such jurisdiction recognizes such concept), except, in the case Laws of the Company SubsidiariesState of Delaware, with all requisite power and authority to own, lease and operate its properties and to carry on its business as now being conducted, other than where the failure to be so organized, existing organized or in good standing, individually to have such power or in the aggregate, authority has not had and would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and the Company Subsidiaries has all requisite corporate or similar power and authority and possesses all Permits necessary to enable it to own, lease, operate or otherwise hold its properties and assets and to conduct its businesses as presently conducted (the “Company Permits”), except where the failure to have such power or authority or to possess the Company Permitshave, individually or in the aggregate, a Material Adverse Effect on Parent and its Subsidiaries, taken as a whole (a “Parent Material Adverse Effect”). Each of Parent, Merger Sub 1 and Merger Sub 2 is duly qualified and in good standing to do business in each jurisdiction in which the business it is conducting, or the operation, ownership or leasing of its properties, makes such qualification necessary, other than where the failure to so qualify or be in good standing has not had and would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and the Company Subsidiaries is duly qualified or licensed to do business in each jurisdiction where the nature of its business or the ownership, operation or leasing of its properties and assets makes such qualification necessary, other than in such jurisdictions where the failure to be so qualified or licensedhave, individually or in the aggregate, a Parent Material Adverse Effect. Parent, Merger Sub 1 and Merger Sub 2 each has heretofore made available to the Company complete and correct copies of its Organizational Documents. Each Subsidiary of Parent (other than the Merger Subs) is a corporation, partnership or limited liability company duly organized, as the case may be, validly existing and in good standing under the Laws of its jurisdiction of incorporation or organization, with all requisite entity power and authority to own, lease and operate its properties and to carry on its business as now being conducted, other than where the failure to be so organized or to have such power or authority has not had and would not reasonably be expected to have have, individually or in the aggregate, a Company Parent Material Adverse Effect. The Company Each Subsidiary of Parent is duly qualified and in good standing to do business in each jurisdiction in which the business it is conducting, or the operation, ownership or leasing of its properties, makes such qualification necessary, other than where the failure to so qualify or be in good standing has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. Parent has heretofore made available to Parent, prior to execution of this Agreement, true the Company complete and complete correct copies of the Amended Organizational Documents of Parent and Restated Articles each of Incorporation its Subsidiaries that is, as of the Company date hereof, a “significant subsidiary” as defined in effect Rule 1-02(w) of Regulation S-X (in each case, as of amended prior to the date of this Agreement, together with all amendments thereto in effect as of the date of this Agreement (the “Company Articles”), and the Amended and Restated Regulations of the Company in effect as of the date of this Agreement, together with all amendments thereto in effect as of the date of this Agreement (the “Company Regulations”). Each of the Company Articles and the Company Regulations were duly adopted and is in full force and effect as of the date of this Agreement. Neither the Company nor any Company Subsidiary is in violation in any material respect of any provision of such documents.

Organization, Standing and Power. Each of the Company Cedar and each of the CompanyCedar’s Subsidiaries (the “Company Cedar Subsidiaries”) is duly organized, validly existing and in good standing under the Laws laws of the jurisdiction in which it is organized (in the case of good standing, to the extent such jurisdiction recognizes such concept), except, in the case of the Company Cedar Subsidiaries, where the failure to be so organized, existing or in good standing, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Cedar Material Adverse Effect. Each of the Company Cedar and the Company Cedar Subsidiaries has all requisite corporate or similar power and authority and possesses all Permits governmental franchises, licenses, permits, authorizations, variances, exemptions, orders and approvals (collectively, “Permits”) necessary to enable it to own, lease, operate lease or otherwise hold its properties and assets and to conduct its businesses as presently conducted (the “Company Cedar Permits”), except where the failure to have such power or authority or to possess the Company Cedar Permits, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Cedar Material Adverse Effect. Each of the Company Cedar and the Company Cedar Subsidiaries is duly qualified or licensed to do business in each jurisdiction where the nature of its business or the ownership, operation ownership or leasing of its properties and assets makes make such qualification necessary, other than in such jurisdictions where the failure to be so qualified or licensed, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Cedar Material Adverse Effect. The Company Cedar has delivered or made available to ParentPine, prior to execution of this Agreement, true and complete copies of (a) the Amended amended and Restated Articles restated articles of Incorporation incorporation of the Company in effect as of the date of this Agreement, together with all amendments thereto Cedar in effect as of the date of this Agreement (the “Company Cedar Articles”), ) and the Amended and Restated Regulations by-laws of the Company in effect as of the date of this Agreement, together with all amendments thereto Cedar in effect as of the date of this Agreement (the “Company RegulationsCedar By-laws”). Each ) and (b) the constituent documents of the Company Articles and the Company Regulations were duly adopted and is in full force and effect as of the date of this Agreement. Neither the Company nor any Company Subsidiary is in violation in any material respect of any provision of such documentsPine Merger Sub.

Organization, Standing and Power. Each of the Company CenturyLink and each of the CompanyCenturyLink’s Subsidiaries (the “Company CenturyLink Subsidiaries”) is duly organized, validly existing and in good standing under the Laws laws of the jurisdiction in which it is organized (in the case of good standing, to the extent such jurisdiction recognizes such concept), except, in the case of the Company CenturyLink Subsidiaries, where the failure to be so organized, existing or in good standing, individually or in the aggregate, has not had and would not reasonably be expected to have a Company CenturyLink Material Adverse Effect. Each of the Company CenturyLink and the Company CenturyLink Subsidiaries has all requisite corporate or similar power and authority and possesses all Permits governmental franchises, licenses, permits, authorizations, variances, exemptions, orders and approvals (collectively, “Permits”) necessary to enable it to own, lease, operate lease or otherwise hold its properties and assets and to conduct its businesses as presently conducted (the “Company CenturyLink Permits”), except where the failure to have such power or authority or to possess the Company CenturyLink Permits, individually or in the aggregate, has not had and would not reasonably be expected to have a Company CenturyLink Material Adverse Effect. Each of the Company CenturyLink and the Company CenturyLink Subsidiaries is duly qualified or licensed to do business in each jurisdiction where the nature of its business or the ownership, operation ownership or leasing of its properties and assets makes make such qualification necessary, other than in such jurisdictions where the failure to be so qualified or licensed, individually or in the aggregate, has not had and would not reasonably be expected to have a Company CenturyLink Material Adverse Effect. The Company CenturyLink has delivered or made available to ParentQwest, prior to execution of this Agreement, true and complete copies of (a) the Amended amended and Restated Articles restated articles of Incorporation incorporation of the Company in effect as of the date of this Agreement, together with all amendments thereto CenturyLink in effect as of the date of this Agreement (the “Company CenturyLink Articles”), ) and the Amended and Restated Regulations by-laws of the Company in effect as of the date of this Agreement, together with all amendments thereto CenturyLink in effect as of the date of this Agreement (the “Company RegulationsCenturyLink By-laws”). Each ) and (b) the constituent documents of the Company Articles and the Company Regulations were duly adopted and is in full force and effect as of the date of this Agreement. Neither the Company nor any Company Subsidiary is in violation in any material respect of any provision of such documentsMerger Sub.

Organization, Standing and Power. Each of the Company Qwest and each of the CompanyQwest’s Subsidiaries (the “Company Qwest Subsidiaries”) is duly organized, validly existing and in good standing under the Laws laws of the jurisdiction in which it is organized (in the case of good standing, to the extent such jurisdiction recognizes such concept), except, in the case of the Company Qwest Subsidiaries, where the failure to be so organized, existing or in good standing, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Qwest Material Adverse Effect. Each of the Company Qwest and the Company Qwest Subsidiaries has all requisite corporate or similar power and authority and possesses all Permits necessary to enable it to own, lease, operate lease or otherwise hold its properties and assets and to conduct its businesses as presently conducted (the “Company Qwest Permits”), except where the failure to have such power or authority or to possess the Company Qwest Permits, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Qwest Material Adverse Effect. Each of the Company Qwest and the Company Qwest Subsidiaries is duly qualified or licensed to do business in each jurisdiction where the nature of its business or the ownership, operation ownership or leasing of its properties and assets makes make such qualification necessary, other than in such jurisdictions where the failure to be so qualified or licensed, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Qwest Material Adverse Effect. The Company Qwest has delivered or made available to ParentCenturyLink, prior to execution of this Agreement, true and complete copies of the Amended amended and Restated Articles restated certificate of Incorporation incorporation of the Company in effect as of the date of this Agreement, together with all amendments thereto Qwest in effect as of the date of this Agreement (the “Company ArticlesQwest Charter”), ) and the Amended and Restated Regulations by-laws of the Company in effect as of the date of this Agreement, together with all amendments thereto Qwest in effect as of the date of this Agreement (the “Company RegulationsQwest By-laws”). Each of the Company Articles and the Company Regulations were duly adopted and is in full force and effect as of the date of this Agreement. Neither the Company nor any Company Subsidiary is in violation in any material respect of any provision of such documents.

Organization, Standing and Power. Each of the Company Sun and each of the Company’s Subsidiaries (the “Company Subsidiaries”) Sun Subsidiary is duly organized, validly existing and in good standing under the Laws laws of the jurisdiction in which it is organized (in the case of good standing, to the extent such jurisdiction recognizes such concept), except, in the case of the Company Sun Subsidiaries, where the failure to be so organized, existing or in good standing, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Sun Material Adverse Effect. Each of the Company Sun and the Company Sun Subsidiaries has all requisite corporate or similar power and authority and possesses all Permits necessary to enable it to own, lease, operate lease or otherwise hold its properties and assets and to conduct its businesses as presently conducted (the “Company Sun Permits”), except where the failure to have such power or authority or to possess the Company Sun Permits, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Sun Material Adverse Effect. Each of the Company Sun and the Company Sun Subsidiaries is duly qualified or licensed to do business in each jurisdiction where the nature of its business or the ownership, operation ownership or leasing of its properties and assets makes make such qualification necessary, other than in such jurisdictions where the failure to be so qualified or licensed, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Sun Material Adverse Effect. The Company Xxx has delivered or made available to ParentTrident, prior to execution of this Agreement, a true and complete copies copy of the Amended articles of association of Sun (the “Sun Articles”) and Restated Articles the memorandum of Incorporation association of the Company Sun, in each case in effect as of the date of Sun countersigns this Agreement, together with all amendments thereto in effect as of the date of this Agreement (the “Company Articles”), and the Amended and Restated Regulations of the Company in effect as of the date of this Agreement, together with all amendments thereto in effect as of the date of this Agreement (the “Company Regulations”). Each of the Company Such Sun Articles and the Company Regulations were duly adopted and is memorandum of association of Sun are in full force and effect as and Sun is not, and has not been, in violation of any of the date provisions of this Agreementits Sun Articles. Neither Sun is not a “breaching company” as such term is defined under the Company nor any Company Israeli Companies Law, and no Sun Subsidiary which is in violation in any material respect incorporated under the Laws of any provision Israel, is a “breaching company” as such term is defined under the Israeli Companies Law to the extent that such status of such documentsa Sun Subsidiary would not reasonably be expected to have a Sun Material Adverse Effect.

Organization, Standing and Power. Each of the Company Buyer and each of the Company’s Subsidiaries (the “Company Subsidiaries”) Transitory Subsidiary is a corporation duly organized, validly existing and in good standing under the Laws laws of the jurisdiction of its incorporation, has all requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its business, and is duly qualified to do business and is in which it is organized (good standing as a foreign corporation in the case of good standing, to the extent such each jurisdiction recognizes such concept), except, in the case of the Company Subsidiaries, where the failure character of its properties owned, operated or leased or the nature of its activities makes such qualification necessary, except for such failures to be so organized, existing qualified or in good standing, individually or in the aggregate, has which have not had resulted in, and would not reasonably be expected to have result in a Company Buyer Material Adverse Effect. Each of the Company and the Company Subsidiaries has all requisite corporate or similar power and authority and possesses all Permits necessary to enable it to own, lease, operate or otherwise hold its properties and assets and to conduct its businesses as presently conducted (the “Company Permits”), except where the failure to have such power or authority or to possess the Company Permits, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and the Company Subsidiaries is duly qualified or licensed to do business in each jurisdiction where the nature of its business or the ownership, operation or leasing of its properties and assets makes such qualification necessary, other than in such jurisdictions where the failure to be so qualified or licensed, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. The Company has made available to Parent, prior to execution For purposes of this Agreement, true and complete copies the term "Buyer Material Adverse Effect" means any material adverse change, event, circumstance, development or effect on (i) the business, financial condition, or results of operations of the Amended Buyer and Restated Articles of Incorporation its Subsidiaries, taken as a whole, or (ii) the ability of the Company in effect as of Buyer or the date Transitory Subsidiary to consummate the transactions contemplated by this Agreement; provided, however, that for purposes of this Agreement, together with all amendments thereto (I) adverse changes in effect as the stock price of the date Buyer in and of itself, as quoted on the New York Stock Exchange, (II) conditions, events or circumstances generally adversely affecting the economies of the countries where the Buyer and its Subsidiaries operate, the United States securities markets or the industries in which the Buyer operates, so long as such conditions, events or circumstances do not materially disproportionately affect the Buyer and its Subsidiaries, taken as a whole, (III) conditions, events or circumstances directly arising out of or directly attributable to (x) a material breach of this Agreement (the “Company Articles”), and the Amended and Restated Regulations of by the Company in effect as of or (y) the date of Merger or any other transaction involving the parties hereto contemplated by this Agreement, together with all amendments thereto in effect as or (IV) conditions, events or circumstances directly arising out of or directly attributable to the date public announcement of this Agreement (or the “Company Regulations”). Each of the Company Articles and the Company Regulations were duly adopted and is transactions contemplated hereby, shall not be taken into account in full force and effect as of the date of this Agreement. Neither the Company nor any Company Subsidiary is in violation in any material respect of any provision of such documentsdetermining whether there has been or would be a "Buyer Material Adverse Effect".

Organization, Standing and Power. Each of the Company Biovail and each of the CompanyBiovail’s Subsidiaries (the “Company Biovail Subsidiaries”) is duly organized, validly existing and in good standing under the Laws laws of the jurisdiction in which it is organized (in the case of good standing, to the extent such jurisdiction recognizes such concept), except, in the case of the Company Biovail Subsidiaries, where the failure to be so organized, existing or in good standing, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Biovail Material Adverse Effect. Each of the Company Biovail and the Company Biovail Subsidiaries has all requisite corporate or similar power and authority and possesses all Permits governmental franchises, licenses, permits, authorizations, variances, exemptions, orders, registrations, clearances and approvals (collectively, “Permits”) necessary to enable it to own, leaseoperate, operate lease or otherwise hold its properties and assets and to conduct its businesses as presently conducted (the “Company Biovail Permits”), except where the failure to have such power or authority or to possess the Company Biovail Permits, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Biovail Material Adverse Effect. Each of the Company Biovail and the Company Biovail Subsidiaries is duly qualified or licensed to do business in each jurisdiction where the nature of its business or the ownership, operation or leasing of its properties and assets makes make such qualification necessary, other than in such jurisdictions where the failure to be so qualified or licensed, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Biovail Material Adverse Effect. The Company Biovail has delivered or made available to ParentValeant, prior to execution of this Agreement, true and complete copies of (a) the Amended and Restated Articles of Incorporation Continuance of the Company in effect as of the date of this Agreement, together with all amendments thereto Biovail in effect as of the date of this Agreement (the “Company ArticlesBiovail Charter”), ) and the Amended and Restated Regulations By-laws of the Company in effect as of the date of this Agreement, together with all amendments thereto Biovail in effect as of the date of this Agreement (the “Company RegulationsBiovail By-laws”). Each ) and (b) the constituent documents of the Company Articles each of BAC and the Company Regulations were duly adopted and is in full force and effect as of the date of this Agreement. Neither the Company nor any Company Subsidiary is in violation in any material respect of any provision of such documentsMerger Sub.

Organization, Standing and Power. Each of the Company Parent and each of the Company’s Subsidiaries (the “Company Subsidiaries”) Sub is an exempted company duly organized, validly existing and in good standing under the Laws laws of Bermuda; and each of Parent and Sub has the requisite corporate power and authority to carry on its business as now being conducted. Each Subsidiary (as hereinafter defined) of Parent is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized (incorporated and has the requisite corporate power and authority to carry on its business as now being conducted. Parent and each of its Subsidiaries are duly qualified to do business, and are in the case of good standing, in each jurisdiction where the character of their properties owned or held under lease or the nature of their activities makes such qualification necessary, except where the failure to be so qualified would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect (as hereinafter defined) on Parent. Parent and its Subsidiaries are not subject to any material joint venture, joint operating or similar arrangement or any material shareholders agreement relating thereto other than the Shareholders Agreement among Sub, HIIC and IEL dated December 30, 1994 (the "Shareholders Agreement") and the Management Agreement between IEL and Xxxxxx'x Interactive Entertainment Company, a Nevada corporation ("HIEC"), dated December 30, 1994 (the "Management Agreement"). For purposes of this Agreement: (i) "Material Adverse Change" or "Material Adverse Effect" means, when used with respect to Parent or HIIC, as the case may be, any change or effect that is materially adverse to the extent such jurisdiction recognizes such concept)business, properties, assets, liabilities, condition (financial or otherwise) or results of operations of Parent and its Subsidiaries and IEL taken as a whole, or HIIC and its Subsidiaries taken as a whole, as the case may be, except, in the case of a Material Adverse Change, for any change resulting from conditions or circumstances generally affecting the Company industry as a whole in which Parent or HIIC, as the case may be, operates; and (ii) "Subsidiary" means any corporation, partnership, joint venture or other legal entity of which Parent or HIIC, as the case may be (either alone or through or together with any other of its Subsidiaries), where owns, directly or indirectly, fifty percent (50%) or more of the failure capital stock or other equity interests the holders of which are generally entitled to vote with respect to the election of directors or other managing authority and/or other matters to be so organizedvoted on in such corporation, existing partnership, joint venture or in good standing, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and the Company Subsidiaries has all requisite corporate or similar power and authority and possesses all Permits necessary to enable it to own, lease, operate or otherwise hold its properties and assets and to conduct its businesses as presently conducted (the “Company Permits”), except where the failure to have such power or authority or to possess the Company Permits, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and the Company Subsidiaries is duly qualified or licensed to do business in each jurisdiction where the nature of its business or the ownership, operation or leasing of its properties and assets makes such qualification necessaryother legal entity, other than in such jurisdictions where the failure than, with respect to be so qualified or licensedParent and Sub, individually or in the aggregate, has not had IEL and would not reasonably be expected to have a Company Material Adverse Effect. The Company has made available to Parent, prior to execution of this Agreement, true and complete copies of the Amended and Restated Articles of Incorporation of the Company in effect as of the date of this Agreement, together with all amendments thereto in effect as of the date of this Agreement (the “Company Articles”), and the Amended and Restated Regulations of the Company in effect as of the date of this Agreement, together with all amendments thereto in effect as of the date of this Agreement (the “Company Regulations”). Each of the Company Articles and the Company Regulations were duly adopted and is in full force and effect as of the date of this Agreement. Neither the Company nor any Company Subsidiary is in violation in any material respect of any provision of such documentsits Subsidiary.

Organization, Standing and Power. Each of the Company GeoEye and each of the Company’s Subsidiaries of GeoEye (the “Company GeoEye Subsidiaries”) is duly organized, validly existing and in good standing under the Laws laws of the jurisdiction in which it is organized (in the case of good standing, to the extent such jurisdiction recognizes such concept), except, in the case of the Company Subsidiaries, except where the failure to be so organized, existing or in good standing, individually or in the aggregate, has not had and would not reasonably be expected to have a Company GeoEye Material Adverse Effect. Each of the Company GeoEye and the Company GeoEye Subsidiaries has all requisite corporate or similar power and authority and possesses all Permits necessary to enable it to own, leaseoperate, operate lease or otherwise hold its properties and assets and to conduct its businesses as presently conducted (the “Company GeoEye Permits”), except where the failure to have such power or authority or to possess the Company GeoEye Permits, individually or in the aggregate, has not had and would not reasonably be expected to have a Company GeoEye Material Adverse Effect. Each of the Company GeoEye and the Company GeoEye Subsidiaries is duly qualified or licensed to do business in each jurisdiction where the nature of its business or the ownership, operation or leasing of its properties and assets makes make such qualification necessary, other than in such jurisdictions where the failure to be so qualified or licensed, individually or in the aggregate, has not had and would not reasonably be expected to have a Company GeoEye Material Adverse Effect. The Company GeoEye has delivered or made available to ParentDigitalGlobe, prior to execution of this Agreement, true and complete copies of the Amended and Restated Articles Certificate of Incorporation of the Company in effect as of the date of this Agreement, together with all amendments thereto GeoEye in effect as of the date of this Agreement (the “Company ArticlesGeoEye Charter”), ) and the Amended and Restated Regulations By-laws of the Company in effect as of the date of this Agreement, together with all amendments thereto GeoEye in effect as of the date of this Agreement (the “Company RegulationsGeoEye By-laws”). Each of the Company Articles and the Company Regulations were duly adopted and is in full force and effect as of the date of this Agreement. Neither the Company nor any Company Subsidiary is in violation in any material respect of any provision of such documents.

Organization, Standing and Power. Each of the Company Target and each of the Company’s its Subsidiaries (the “Company Subsidiaries”) is duly organized, validly existing and in good standing under the Laws laws of the its jurisdiction in which it is organized (in of organization or formation, as the case may be. Each of good standingTarget and its Subsidiaries has the requisite power, corporate or otherwise, to own its properties and to carry on its business as now being conducted and as proposed to be conducted and is duly qualified to do business and is in good standing in each jurisdiction where its ownership or leasing of property or the extent such jurisdiction recognizes such concept), except, in the case conduct of the Company Subsidiaries, its business requires it to be so qualified except where the failure to be so organized, existing or in good standingqualified would not, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse EffectEffect on Target. Target has delivered to Acquiror a true and correct copy of its Articles of Incorporation, as amended (the "Articles of Incorporation"), and its Code of Regulations, as amended, (the "Bylaws") and the articles of incorporation and bylaws or other organizational documents, as applicable, of each of its Subsidiaries, each as amended to date. Target is not in violation of any of the provisions of the Articles of Incorporation or Bylaws and none of its Subsidiaries is in violation of any material provisions of its equivalent organizational documents. Target owns, directly or beneficially, all outstanding shares of capital stock of each of its Subsidiaries that is a corporation and all equity securities and interests of each of its Subsidiaries that is not a corporation, and all such shares or interests are duly authorized, validly issued, fully paid and nonassessable. All of the outstanding shares of capital stock of each such Subsidiary that is a corporation and all equity securities and interests of each such Subsidiary that is not a corporation owned by Target or one or more of its Subsidiaries are free and clear of any charge, mortgage, pledge, security interest, restriction, claim, lien, or encumbrance ("Liens"). There are no outstanding subscriptions, options, warrants, puts, calls, rights, exchangeable or convertible securities, voting agreements or proxies, or other commitments or agreements of any character relating to the issued or unissued capital stock or other securities of any such Subsidiary, or otherwise obligating Target or any such Subsidiary to issue, transfer, sell, purchase, redeem or otherwise acquire any such securities of any such Subsidiary. Each of the Company Target's Subsidiaries is listed on Schedule 2.1 hereto, and the Company Subsidiaries has all requisite corporate except as disclosed thereon, Target does not directly or indirectly own any equity or similar power and authority and possesses all Permits necessary to enable it to owninterest in, leaseor any interest convertible or exchangeable or exercisable for, operate any equity or otherwise hold its properties and assets and to conduct its businesses as presently conducted (the “Company Permits”)similar interest in, except where the failure to have such power any corporation, partnership, joint venture or authority other business association or to possess the Company Permits, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and the Company Subsidiaries is duly qualified or licensed to do business in each jurisdiction where the nature of its business or the ownership, operation or leasing of its properties and assets makes such qualification necessary, other than in such jurisdictions where the failure to be so qualified or licensed, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. The Company has made available to Parent, prior to execution of this Agreement, true and complete copies of the Amended and Restated Articles of Incorporation of the Company in effect as of the date of this Agreement, together with all amendments thereto in effect as of the date of this Agreement (the “Company Articles”), and the Amended and Restated Regulations of the Company in effect as of the date of this Agreement, together with all amendments thereto in effect as of the date of this Agreement (the “Company Regulations”). Each of the Company Articles and the Company Regulations were duly adopted and is in full force and effect as of the date of this Agreement. Neither the Company nor any Company Subsidiary is in violation in any material respect of any provision of such documentsentity.

Organization, Standing and Power. Each of the Company Black & Xxxxxx and each of the Company’s Black & Xxxxxx’x Subsidiaries (the “Company Black & Xxxxxx Subsidiaries”) is duly organized, validly existing and in good standing under the Laws laws of the jurisdiction in which it is organized (in the case of good standing, to the extent such jurisdiction recognizes such concept), except, in the case of the Company Black & Xxxxxx Subsidiaries, where the failure to be so organized, existing or in good standing, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Black & Xxxxxx Material Adverse Effect. Each of the Company Black & Xxxxxx and the Company Black & Xxxxxx Subsidiaries has all requisite corporate or similar power and authority and possesses all Permits necessary to enable it to own, lease, operate lease or otherwise hold its properties and assets and to conduct its businesses as presently conducted (the “Company Black & Xxxxxx Permits”), except where the failure to have such power or authority or to possess the Company Black & Xxxxxx Permits, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Black & Xxxxxx Material Adverse Effect. Each of the Company Black & Xxxxxx and the Company Black & Xxxxxx Subsidiaries is duly qualified or licensed to do business in each jurisdiction where the nature of its business or the ownership, operation ownership or leasing of its properties and assets makes make such qualification necessary, other than in such jurisdictions where the failure to be so qualified or licensed, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Black & Xxxxxx Material Adverse Effect. The Company Black & Xxxxxx has delivered or made available to ParentXxxxxxx, prior to execution of this Agreement, true and complete copies of the Amended and Restated Articles charter of Incorporation of the Company in effect as of the date of this Agreement, together with all amendments thereto Black & Xxxxxx in effect as of the date of this Agreement (the “Company Black & Xxxxxx Articles”), ) and the Amended and Restated Regulations bylaws of the Company in effect as of the date of this Agreement, together with all amendments thereto Black & Xxxxxx in effect as of the date of this Agreement (the “Company RegulationsBlack & Xxxxxx Bylaws”). Each of the Company Articles and the Company Regulations were duly adopted and is in full force and effect as of the date of this Agreement. Neither the Company nor any Company Subsidiary is in violation in any material respect of any provision of such documents.

Organization, Standing and Power. Each of the Company Ironman and each of the Company’s Subsidiaries (the “Company Subsidiaries”) Ironman Subsidiary is duly organized, validly existing and in good standing under the Laws laws of the jurisdiction in which it is organized (in the case of good standing, to the extent such jurisdiction recognizes such concept), except, in the case of the Company Ironman Subsidiaries, where the failure to be so organized, existing or in good standing, individually or in the aggregate, has not had and would not reasonably be expected to have a Company an Ironman Material Adverse Effect. Each of the Company Ironman and the Company Ironman Subsidiaries has all requisite corporate or similar power and authority and possesses all Permits governmental franchises, licenses, permits, authorizations, variances, exemptions, orders and approvals (collectively, “Permits”) necessary to enable it to own, lease, operate lease or otherwise hold its properties and assets and to conduct its businesses as presently conducted (the “Company Ironman Permits”), except where the failure to have such power or authority or to possess the Company Ironman Permits, individually or in the aggregate, has not had and would not reasonably be expected to have a Company an Ironman Material Adverse Effect. Each of the Company Ironman and the Company Ironman Subsidiaries is duly qualified or licensed to do business in each jurisdiction where the nature of its business or the ownership, operation ownership or leasing of its properties and assets makes make such qualification necessary, other than in such jurisdictions where the failure to be so qualified or licensed, individually or in the aggregate, has not had and would not reasonably be expected to have a Company an Ironman Material Adverse Effect. The Company Ironman has delivered or made available to ParentSun, prior to execution of this Agreement, a true and complete copies copy of the Amended and Restated Articles Certificate of Incorporation of the Company in effect as of the date of this AgreementIronman, together with all amendments thereto in effect as of the date of this Agreement (the “Company ArticlesIronman Certificate of Incorporation”), ) and the Amended amended and Restated Regulations restated by-laws of the Company Ironman in effect as of the date of this Agreement, together with all amendments thereto in effect as . Such Ironman Certificate of the date of this Agreement (the “Company Regulations”). Each of the Company Articles Incorporation and the Company Regulations were duly adopted and is by-laws are in full force and effect as and Ironman is not, and has not been, in material violation of any of the date provisions of this Agreement. Neither the Company nor any Company Subsidiary is in violation in any material respect Ironman Certificate of any provision of Incorporation or such documentsby-laws.

Organization, Standing and Power. Each of the Company Trident and each of the Company’s Subsidiaries (the “Company Subsidiaries”) Trident Subsidiary is duly organized, validly existing and in good standing under the Laws laws of the jurisdiction in which it is organized (in the case of good standing, to the extent such jurisdiction recognizes such concept), except, in the case of the Company Trident Subsidiaries, where the failure to be so organized, existing or in good standing, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Trident Material Adverse Effect. Each of the Company Trident and the Company Trident Subsidiaries has all requisite corporate or similar power and authority and possesses all Permits governmental franchises, licenses, permits, authorizations, variances, exemptions, orders and approvals (collectively, “Permits”) necessary to enable it to own, lease, operate lease or otherwise hold its properties and assets and to conduct its businesses as presently conducted (the “Company Trident Permits”), except where the failure to have such power or authority or to possess the Company Trident Permits, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Trident Material Adverse Effect. Each of the Company Trident and the Company Trident Subsidiaries is duly qualified or licensed to do business in each jurisdiction where the nature of its business or the ownership, operation ownership or leasing of its properties and assets makes make such qualification necessary, other than in such jurisdictions where the failure to be so qualified or licensed, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Trident Material Adverse Effect. The Company Trident has delivered or made available to ParentSun, prior to execution of this Agreement, a true and complete copies copy of the Amended amended and Restated Articles restated Certificate of Incorporation of the Company in effect as of the date of this AgreementTrident, together with all amendments thereto in effect as of the date of this Agreement (the “Company ArticlesTrident Certificate of Incorporation”), ) and the Amended amended and Restated Regulations restated by-laws of the Company Trident in effect as of the date of this Agreement, together with all amendments thereto in effect as . Such Trident Certificate of the date of this Agreement (the “Company Regulations”). Each of the Company Articles Incorporation and the Company Regulations were duly adopted and is by-laws are in full force and effect as and Trident is not, and has not been, in material violation of any of the date provisions of this Agreement. Neither the Company nor any Company Subsidiary is in violation in any material respect Trident Certificate of any provision of Incorporation or such documentsby-laws.

Organization, Standing and Power. Each of the Company and each of the Company’s its Subsidiaries (the “Company Subsidiaries”) is a corporation, partnership or limited liability company duly organized, as the case may be, validly existing and in good standing under the Laws of the its jurisdiction in which it is organized (in the case of good standingincorporation or organization, with all requisite entity power and authority to the extent such jurisdiction recognizes such concept)own, exceptlease and operate its assets and properties and to carry on its business as now being conducted, other than, in the case of the Company Company’s Subsidiaries, where the failure to be so organizedorganized or to have such power, existing authority or in good standing, individually or in the aggregate, standing has not had and would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and the Company Subsidiaries has all requisite corporate or similar power and authority and possesses all Permits necessary to enable it to own, lease, operate or otherwise hold its properties and assets and to conduct its businesses as presently conducted (the “Company Permits”), except where the failure to have such power or authority or to possess the Company Permitshave, individually or in the aggregate, a Material Adverse Effect on the Company and its Subsidiaries, taken as a whole (a “Company Material Adverse Effect”). Each of the Company and its Subsidiaries is duly authorized, qualified or licensed and in good standing to do business in each jurisdiction in which the business it is conducting, or the operation, ownership or leasing of its assets and properties, makes such qualification or license necessary, other than where the failure to so qualify, license or be in good standing has not had and would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and the Company Subsidiaries is duly qualified or licensed to do business in each jurisdiction where the nature of its business or the ownership, operation or leasing of its properties and assets makes such qualification necessary, other than in such jurisdictions where the failure to be so qualified or licensedhave, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. The Company has heretofore made available to Parent complete and correct copies of its Organizational Documents and the Organizational Documents of each Subsidiary of the Company that constitutes a “significant subsidiary” of the Company as defined in Rule 1-02(w) of Regulation S-X promulgated by the SEC as of the entry into this Agreement, each as amended prior to the execution of this Agreement and each Organizational Document, as made available to Parent, prior to execution of this Agreement, true and complete copies of the Amended and Restated Articles of Incorporation of the Company in effect as of the date of this Agreement, together with all amendments thereto in effect as of the date of this Agreement (the “Company Articles”), and the Amended and Restated Regulations of the Company in effect as of the date of this Agreement, together with all amendments thereto in effect as of the date of this Agreement (the “Company Regulations”). Each of the Company Articles and the Company Regulations were duly adopted and is in full force and effect as of the date of this Agreement. Neither effect, and neither the Company nor any Company Subsidiary of its Subsidiaries is in violation in any material respect of any provision of the provisions of such documentsOrganizational Documents.

Organization, Standing and Power. Each of the The Company and each of the Company’s Subsidiaries (the “Company Subsidiaries”) is a corporation duly organized, validly existing and in good standing under the Laws of the jurisdiction in which it is organized (in the case State of good standingDelaware, with all requisite corporate power and authority to the extent such jurisdiction recognizes such concept)own, exceptlease and operate its properties and to carry on its business as now being conducted, in the case of the Company Subsidiaries, other than where the failure to be so organized, existing organized or in good standing, individually to have such power or in the aggregate, authority has not had and would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and the Company Subsidiaries has all requisite corporate or similar power and authority and possesses all Permits necessary to enable it to own, lease, operate or otherwise hold its properties and assets and to conduct its businesses as presently conducted (the “Company Permits”), except where the failure to have such power or authority or to possess the Company Permitshave, individually or in the aggregate, a Material Adverse Effect on the Company and its Subsidiaries, taken as a whole (a “Company Material Adverse Effect”). The Company is duly qualified and in good standing to do business in each jurisdiction in which the business it is conducting, or the operation, ownership or leasing of its properties, makes such qualification necessary, other than where the failure to so qualify or be in good standing has not had and would not reasonably be expected to have have, individually or in the aggregate, a Company Material Adverse Effect. Each Subsidiary of the Company is a corporation, partnership or limited liability company duly organized, as the case may be, validly existing and in good standing under the Company Subsidiaries is duly qualified or licensed to do business in each jurisdiction where the nature Laws of its business jurisdiction of incorporation or the ownershiporganization, operation or leasing of with all requisite entity power and authority to own, lease and operate its properties and assets makes such qualification necessaryto carry on its business as now being conducted, other than in such jurisdictions where the failure to be so qualified organized or licensed, individually to have such power or in the aggregate, authority has not had and would not reasonably be expected to have have, individually or in the aggregate, a Company Material Adverse Effect. Each Subsidiary of the Company is duly qualified and in good standing to do business in each jurisdiction in which the business it is conducting, or the operation, ownership or leasing of its properties, makes such qualification necessary, other than where the failure to so qualify or be 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 heretofore made available to Parent, prior to execution of this Agreement, true Parent complete and complete correct copies of the Amended and Restated Articles of Incorporation Organizational Documents of the Company in effect and each of its Subsidiaries that is, as of the date of this Agreement, together with all amendments thereto a “significant subsidiary” as defined in effect Rule 1-02(w) of Regulation S-X (in each case, as of the date of this Agreement (the “Company Articles”), and the Amended and Restated Regulations of the Company in effect as of amended prior to the date of this Agreement, together with all amendments thereto in effect as of the date of this Agreement (the “Company Regulations”). Each of the Company Articles and the Company Regulations were duly adopted and is in full force and effect as of the date of this Agreement. Neither the Company nor any Company Subsidiary is in violation in any material respect of any provision of such documents.

Organization, Standing and Power. Each of Parent and Sub is a -------------------------------- corporation duly organized, validly existing and in good standing under the Company and each laws of the Company’s Subsidiaries State of Delaware and has the requisite corporate power and authority to carry on its business as now being conducted and to enter into and perform this Agreement and the other Transaction Agreements and the transactions contemplated hereby and thereby. Each Subsidiary (the “Company Subsidiaries”as hereinafter defined) of Parent (other than Sub) is duly organized, validly existing and in good standing under the Laws laws of the jurisdiction in which it is organized (in and has the case of good standingrequisite corporate or other power and authority to carry on its business as now being conducted, to the extent such jurisdiction recognizes such concept), except, in the case of the Company Subsidiaries, except where the failure to be so organized, existing or in good standingstanding or to have such power or authority would not, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse EffectEffect (as hereinafter defined) on Parent. Each of Parent and its Subsidiaries is duly qualified to do business, and is in good standing, in each jurisdiction where the Company and the Company Subsidiaries has all requisite corporate or similar power and authority and possesses all Permits necessary to enable it to own, lease, operate or otherwise hold character of its properties and assets and to conduct owned or held under lease or the nature of its businesses as presently conducted (the “Company Permits”)activities makes such qualification necessary, except where the failure to have such power or authority or to possess the Company Permitsbe so qualified would not, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse EffectEffect on Parent. Each of the Company and the Company Subsidiaries is duly qualified or licensed to do business in each jurisdiction where the nature of its business or the ownership, operation or leasing of its properties and assets makes such qualification necessary, other than in such jurisdictions where the failure to be so qualified or licensed, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. The Company has made available to Parent, prior to execution For purposes of this Agreement, true (a) each of "Material Adverse Change" or "Material Adverse ----------------------- ---------------- Effect" means, when used with respect to Parent, Sub or the Company, as the case ------ may be, any change or effect that is materially adverse to the business, assets, liabilities, results of operation or condition (financial or otherwise) of Parent and complete copies its Subsidiaries, taken as a whole, or the Company, as the case may be, excluding, in either case, any changes, circumstances or effects resulting from or related to changes or developments in the economy, financial markets or regulatory or political climate generally, any changes in conditions or developments generally applicable to the industries in which Parent and Subsidiaries of Parent or the Company, as the case may be, are involved, any changes or developments related to the general relationship of Parent and Subsidiaries of Parent or the Company, as the case may be, with the U.S. Food and Drug Administration ("FDA") or the U.S. Drug Enforcement Administration --- ("DEA") and in the case of the Amended and Restated Articles of Incorporation Company, any change or development relating to --- MorphiDex(R) or any other of the Company in effect as of the date of this Agreement, together with all amendments thereto in effect as of the date of this Agreement (the “Company Articles”), and the Amended and Restated Regulations of the Company in effect as of the date of this Agreement, together with all amendments thereto in effect as of the date of this Agreement (the “Company Regulations”). Each of the Company Articles and the Company Regulations were duly adopted and is in full force and effect as of the date of this Agreement. Neither the Company nor any Company Subsidiary is in violation in any material respect of any provision of such documents.Company's products under

Organization, Standing and Power. Each of the Company and each of the Company’s Company Subsidiaries (the “Company Subsidiaries”) is duly organized, validly existing and in good standing under the Laws of the jurisdiction in which it is organized (in the case of good standing, to the extent such jurisdiction recognizes such concept), except, except in the case of the Company Subsidiaries, Subsidiaries where the failure to be so organized, existing exist or be in good standing, individually or in the aggregate, standing has not had and would not reasonably be expected to have have, individually or in the aggregate, a Company Material Adverse Effect. Each of the Company and the Company Subsidiaries has all requisite corporate or similar power and authority and possesses all Permits necessary to enable it to own, lease, operate or otherwise hold its properties and assets and to conduct its businesses as presently conducted (and as planned as of the “Company Permits”)Agreement Date to be conducted, except where the failure to have such power or authority or to possess the Company Permitsauthority, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and the Company Subsidiaries is duly qualified or licensed to do business in each jurisdiction where the nature of its business or the ownership, operation ownership or leasing of its properties and assets makes make such qualification necessary, other than in such jurisdictions where the failure to be so qualified or licensed, individually or in the aggregate, licensed has not had and would not reasonably be expected to have a Company Material Adverse Effect. The Company has made available to Parent, prior to execution of this Agreement, true Made Available accurate and complete copies of the Amended and Restated Articles Memorandum of Incorporation Association of the Company in effect as of the date of this Agreement, together with all amendments thereto in effect as of the date of this Agreement Date (the “Company ArticlesMemorandum of Association”), ) and the Amended amended and Restated Regulations restated bye-laws of the Company in effect as of the date of this Agreement, together with all amendments thereto in effect as of the date of this Agreement Date (the “Company RegulationsBye-laws”). Each of the Company Articles , and the Company Regulations were duly adopted Memorandum of Association and is in full force and effect as of the date of this Agreement. Neither the Company nor any Company Subsidiary is in violation in any material respect of any provision of such documentsBye-Laws as so Made Available have not been amended or otherwise modified.

Organization, Standing and Power. Each of the Company and each of the Company’s its Subsidiaries (the “Company Subsidiaries”) is a corporation or limited liability company duly organized, validly existing and in good standing under the Laws laws of the State of Delaware, has all requisite corporate or limited liability company power and authority to own, lease and operate its properties and other assets and to carry on its business as now being conducted, and is duly qualified and in good standing to do business in each jurisdiction in which the business it is organized (in conducting, or the case operation, ownership or leasing of good standingits properties and other assets, to the extent makes such jurisdiction recognizes such concept)qualification necessary, except, in the case of the Company Subsidiaries, other than where the failure so to qualify or be so organized, existing or in good standingstanding would not reasonably be expected to have, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and the Company Subsidiaries has all requisite corporate or similar power and authority and possesses all Permits necessary to enable it to own, lease, operate or otherwise hold its properties and assets and to conduct its businesses as presently conducted (the “Company Permits”), except where the failure to have such power or authority or to possess the Company Permits, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and the Company Subsidiaries is duly qualified or licensed to do business in each jurisdiction where the nature of its business or the ownership, operation or leasing of its properties and assets makes such qualification necessary, other than in such jurisdictions where the failure to be so qualified or licensed, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. The Company has heretofore made available to Parent, prior to execution of this Agreement, true Parent complete and complete correct copies of the Amended and Restated Articles its certificate of Incorporation of the Company in effect as of the date of this Agreement, together with all amendments thereto in effect as of the date of this Agreement incorporation (the “Company ArticlesCertificate of Incorporation”), and the Amended its amended and Restated Regulations of the Company in effect as of the date of this Agreement, together with all amendments thereto in effect as of the date of this Agreement restated bylaws (the “Company RegulationsBylaws”)) as well as the similar organizational documents of each Subsidiary. Each The respective jurisdictions of incorporation or organization of each Subsidiary of the Company Articles and are identified on Schedule 3.1(a) of the Company Regulations were duly adopted and is Disclosure Schedule. A “Company Material Adverse Effect” means any occurrence, condition, change, development, circumstance, event or effect that, individually or in full force and effect as the aggregate with all other occurrences, conditions, changes, developments, circumstances, events or effects, (i) is, or would reasonably be expected to be, materially adverse to the condition (financial or otherwise), business, assets or results of operations of the date Company and its Subsidiaries, taken as a whole; provided, however, that in no event shall any of this Agreement. Neither the following constitute a Company Material Adverse Effect: (A) any occurrence, condition, change, development, circumstance, event or effect resulting from or relating to changes in general economic, regulatory, or political conditions or worldwide financial markets; (B) any occurrence, condition, change, development, circumstance, event or effect that generally affects any of the industries of the Company nor and its Subsidiaries (including changes in commodity prices, general market prices and regulatory changes generally affecting any Company Subsidiary is in violation in any material respect of any provision of such documents.industries); (C) any occurrence, condition, change, development, circumstance, event or effect resulting from or relating to fluctuations in the value of currencies; (D) any occurrence, condition, change, event

Organization, Standing and Power. Each of the The Company and each of the Company’s its Subsidiaries (the “Company Subsidiaries”) is duly organized, validly existing and in good standing under the Laws laws of the state of its incorporation or organization, has all requisite corporate or limited liability company power and authority to own, lease and operate its properties and assets and to carry on its business as now being conducted and is duly qualified to do business and is in good standing as a foreign corporation or limited liability company in each jurisdiction in which it is organized (in the case of good standing, to the extent such jurisdiction recognizes such concept), except, in the case character of the Company Subsidiariesproperties it owns, where operates or leases or the failure nature of its activities makes such qualification necessary, except for such failures to be so organized, existing qualified or in good standing, individually or in the aggregate, has not had and that would not reasonably be expected to have or result in a Company Material Adverse Effect. Each For purposes of this Agreement, the term “Company Material Adverse Effect” means any material adverse change, event, circumstance or development with respect to, or material adverse effect on, the business, assets, financial condition or results of operations of the Company and its Subsidiaries, taken as a whole; provided, however, that none of the Company Subsidiaries following shall constitute, or shall be considered in determining whether there has all requisite corporate or similar power and authority and possesses all Permits necessary to enable it to ownoccurred, lease, operate or otherwise hold its properties and assets and to conduct its businesses as presently conducted (the “Company Permits”), except where the failure to have such power or authority or to possess the Company Permits, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. Each : (a) any change, event, circumstance, development or effect arising out of or resulting from actions contemplated by the parties in connection with this Agreement or the pendency or announcement of the Company and transactions contemplated by this Agreement, including actions of competitors, customers or suppliers or losses of employees; (b) any action taken at the Company Subsidiaries is duly qualified request of or licensed to do business with the consent of the Buyer; (c) changes in each jurisdiction where the nature of its business pharmaceutical or the ownership, operation or leasing of its properties and assets makes such qualification necessarybiotechnology industries, other than any such changes that have a disproportionate impact on the Company; (d) changes in such jurisdictions where general economic or political conditions or the failure to be so qualified financing or licensed, individually or capital markets in general in the aggregateUnited States or any country or region in the world, has not had and would not reasonably be expected to or changes in currency exchange rates, other than any such changes that have a Company Material Adverse Effect. The Company has made available to Parentdisproportionate impact on the Company; (e) any earthquakes, prior to execution hurricanes, tsunamis, tornadoes, floods, mudslides, wild fires or other natural disasters, weather conditions and other force majeure events in the United States or any other country or region in the world, sabotage, terrorism, military action or war (whether or not declared); or (f) the continued incurrence of this Agreement, true and complete copies of the Amended and Restated Articles of Incorporation of losses by the Company or any of its Subsidiaries at a rate and in effect as of the date of this Agreement, together with all amendments thereto in effect as of the date of this Agreement (the “Company Articles”), and the Amended and Restated Regulations of the Company in effect as of the date of this Agreement, together with all amendments thereto in effect as of the date of this Agreement (the “Company Regulations”). Each of the Company Articles and the Company Regulations were duly adopted and is in full force and effect as of the date of this Agreement. Neither the Company nor any Company Subsidiary is in violation in any material respect of any provision of such documentsan amount consistent past losses.

Organization, Standing and Power. Each of the Company and each the Subsidiaries of the Company’s Subsidiaries Company (the “Company Subsidiaries”) is duly organized, validly existing and in active status or good standing standing, as applicable, under the Laws of the jurisdiction in which it is organized (in the case of active status or good standing, to the extent such jurisdiction recognizes such concept), except, in the case of the Company Subsidiaries, where the failure to be so organized, existing or in active status or good standing, individually or in the aggregateas applicable, has not had and would not reasonably be expected to have have, individually or in the aggregate, a Company Material Adverse Effect. Each of the Company and the Company Subsidiaries has all requisite corporate or similar entity power and authority and possesses all Permits necessary to enable it to own, leaseoperate, operate lease or otherwise hold its properties and assets and to conduct its businesses as presently conducted (the “Company Permits”)conducted, except where the failure to have such power or authority or to possess the Company Permits, individually or in the aggregate, has not had and would not reasonably be expected to have have, individually or in the aggregate, a Company Material Adverse Effect. Each of the Company and the Company Subsidiaries is duly qualified or licensed to do business in each jurisdiction where the nature of its business or the ownership, operation or leasing of its properties and assets makes make such qualification or license necessary, other than except in any such jurisdictions jurisdiction where the failure to be so qualified or licensed, individually or in the aggregate, licensed has not had and would not reasonably be expected to have have, individually or in the aggregate, a Company Material Adverse Effect. The Company has made available to Parent, prior to execution of this Agreement, Parent true and complete copies of the Amended amended and Restated Articles restated articles of Incorporation incorporation of the Company in effect as of the date of this Agreement, together with all amendments thereto in effect as of the date of this Agreement (the “Company Articles”), ) and the Amended and Restated Regulations bylaws of the Company in effect as of the date of this Agreement, together with all amendments thereto in effect as of the date of this Agreement (the “Company RegulationsBylaws”). Each of the Company Articles and the Company Regulations were duly adopted and is in full force and effect as of the date of this Agreement. Neither the Company nor any Company Subsidiary is in violation in any material respect of any provision of such documents.

Organization, Standing and Power. Each of the Parent, Company Merger Sub and each of the Company’s Subsidiaries (the “Company Subsidiaries”) Blocker Merger Sub is a corporation or limited liability company, as applicable, duly organized, validly existing and in good standing under the Laws laws of the jurisdiction in which it is organized (in the case its state of good standingincorporation or formation, to the extent such jurisdiction recognizes such concept)as applicable, except, in the case of the Company Subsidiaries, where the failure to be so organized, existing or in good standing, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and the Company Subsidiaries has all requisite corporate or similar power and authority and possesses all Permits necessary to enable it to own, lease, lease and operate or otherwise hold its properties and assets to carry on its business as now being conducted, and to conduct its businesses as presently conducted (the “Company Permits”), except where the failure to have such power or authority or to possess the Company Permits, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and the Company Subsidiaries is duly qualified or licensed and in good standing to do business in each jurisdiction where in which the nature of its business it is conducting, or the ownershipoperation, operation ownership or leasing of its properties and assets properties, makes such qualification necessary, other than in such jurisdictions where the failure so to qualify or be so qualified or licensedin good standing would not be reasonably likely to have, individually or in the aggregate, a Parent Material Adverse Effect. Parent, Company Merger Sub and Blocker Merger Sub each has heretofore made available to the Company complete and correct copies of its certificate of incorporation or certificate of formation, as applicable, and bylaws or limited liability company agreement, as applicable, each as amended to date, and each such document is (x) in full force and effect and (y) has not had and been amended in any respect from the copy made available to Parent. “Parent Material Adverse Effect” means any occurrence, condition, change, event or effect that prevents or materially delays or impairs the ability of Parent, Company Merger Sub or Blocker Merger Sub to consummate the transactions contemplated by this Agreement; provided, however, that in no event shall any of the following constitute a Parent Material Adverse Effect: (A) any occurrence, condition, change, event or effect resulting from or relating to changes in general economic, regulatory or political conditions or conditions in the United States or worldwide capital markets; (B) any occurrence, condition, change, event or effect resulting from or relating to fluctuations in the value of currencies to the extent that such change does not have, or would not reasonably be expected to have have, a disproportionate impact on Parent, Company Merger Sub and Blocker Merger Sub as compared to other industry participants; (C) the outbreak or escalation of hostilities involving the United States, the declaration by the United States of a national emergency or war or the occurrence of any other calamity or crisis, including natural disasters and acts of terrorism; (D) any occurrence, condition, change, event or effect resulting from the announcement or pendency of the transactions contemplated by this Agreement, (provided that, this clause (D) shall not be applicable with respect to Parent’s representations and warranties in Section 3.4(c)(ii) and to the extent related thereto, the condition in Section 6.3(a)); (E) any change in the trading prices or trading volume of the equity securities of Parent (but not any change or effect underlying such change in prices, volume or credit rating to the extent such change or effect would otherwise constitute a Parent Material Adverse Effect. The Company has made available to ); (F) any change in accounting requirements or principles imposed upon Parent, prior to execution of this Agreementits Subsidiaries or their respective businesses or any change in law, true and complete copies of or the Amended and Restated Articles of Incorporation of interpretation thereof; (G) any occurrence, condition, change, event or effect resulting from actions taken by the Company in effect as or any of its Affiliates; and (H) compliance by Parent, Blocker Merger Sub or Company Merger Sub with the date of this Agreement, together with all amendments thereto in effect as of the date terms of this Agreement (the “Company Articles”), and the Amended and Restated Regulations or any written request of the Company in effect as of the date of this Agreement, together with all amendments thereto in effect as of the date of this Agreement (the “Company Regulations”). Each of the Company Articles and the Company Regulations were duly adopted and is in full force and effect as of the date of this Agreement. Neither the Company nor any Company Subsidiary is in violation in any material respect of any provision of such documentsCompany.

Organization, Standing and Power. Each of the Company Parent and each of the Company’s Subsidiaries its subsidiaries (the “Company Parent Subsidiaries”) is duly organized, validly existing and in good standing under the Laws laws of the jurisdiction in which State of Delaware and has full corporate power and authority and possesses all governmental franchises, licenses, permits, authorizations and approvals necessary to enable it is organized (in to own, lease or otherwise hold its properties and assets and to conduct its businesses as presently conducted, other than such franchises, licenses, permits, authorizations and approvals the case lack of good standing, to the extent such jurisdiction recognizes such concept), except, in the case of the Company Subsidiaries, where the failure to be so organized, existing or in good standingwhich, individually or in the aggregate, has not had and would not reasonably be expected to have a Company material adverse effect on the general affairs, prospects, management, financial position, stockholder’s equity or results of operations of the Parent and the Parent Subsidiaries, taken as a whole, a material adverse effect on the ability of the Parent to perform its obligations under this Agreement or on the ability of the Parent to consummate the Transactions (a “Parent Material Adverse Effect. Each of the Company and the Company Subsidiaries has all requisite corporate or similar power and authority and possesses all Permits necessary to enable it to own, lease, operate or otherwise hold its properties and assets and to conduct its businesses as presently conducted (the “Company Permits”), except where the failure to have such power or authority or to possess the Company Permits, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and the Company Subsidiaries The Parent is duly qualified or licensed to do business in each jurisdiction where the nature of its business or the ownership, operation ownership or leasing of its properties and assets makes make such qualification necessary, other than in such jurisdictions necessary and except where the failure to be so qualified or licensed, individually or in the aggregate, has not had and qualify would not reasonably be expected to have a Company Parent Material Adverse Effect. The Parent has delivered to the Company has made available to Parent, prior to execution of this Agreement, true and complete copies of the Amended and Restated Articles certificate of Incorporation incorporation of the Company in effect Parent, as of the date of this Agreement, together with all amendments thereto in effect as of amended to the date of this Agreement (as so amended, the “Company ArticlesParent Charter”), and the Amended and Restated Regulations bylaws of the Company in effect Parent, as of the date of this Agreement, together with all amendments thereto in effect as of amended to the date of this Agreement (as so amended, the “Company RegulationsParent Bylaws”). Each of the Company Articles , and the Company Regulations were duly adopted comparable charter, organizational documents and is other constituent instruments of each Parent Subsidiary, in full force and effect each case as of amended through the date of this Agreement. Neither As of the Company nor any Company Subsidiary is in violation in any material respect of any provision of such documentsClosing Date, the Parent has no Subsidiaries.

Organization, Standing and Power. Each Authority of ----------------------------------------------- Tastemaker for the Designated Transaction Agreements. Tastemaker ---------------------------------------------------- is a general partnership duly formed and validly existing under the laws of the Company State of Delaware and has the requisite power and authority to carry on its business as conducted on the date hereof. Tastemaker B.V. is a limited liability entity duly organized and validly existing under the laws of The Netherlands and has the requisite power and authority to carry on its business as conducted on the date hereof. Except as set forth in SCHEDULE 3.1 of the Disclosure Schedule, each of the Company’s Tastemaker Subsidiaries (the “Company Subsidiaries”) is duly organized, organized and validly existing and in good standing under the Laws laws of the jurisdiction in which it is organized as set forth on APPENDIX A hereto and has the requisite power and authority to carry on its business as conducted on the date hereof. The Tastemaker B.V. Subsidiary is duly organized and validly existing under the laws of Spain and has the requisite power and authority to carry on its business as conducted on the date hereof. Pinnacle Flavours & Chemicals Private Limited is a private company limited by shares, duly organized and validly existing under the laws of India ("PINNACLE"). Except as set forth in SCHEDULE 3.1 of the case Disclosure Schedule, each of the Companies is duly qualified to transact business, and is in good standing, to in each jurisdiction where the extent character of its properties owned or held under lease or the nature of its activities makes such jurisdiction recognizes such concept)qualification necessary, except, in the case of the Company Subsidiaries, except where the failure to be so organized, existing or in good standing, individually or in the aggregate, has not had and qualified would not reasonably be expected to have a Company Material Adverse Effectmaterial adverse effect on the Companies. Each of the Company and the Company Subsidiaries Tastemaker has all requisite corporate or similar power and authority and possesses all Permits necessary to enable it to own, lease, operate or otherwise hold its properties and assets enter into each of the Designated Transaction Agreements and to conduct its businesses as presently conducted (consummate the “Company Permits”), except where the failure to have such power or authority or to possess the Company Permits, individually or in the aggregate, has not had transactions contemplated thereby. The execution and would not reasonably be expected to have a Company Material Adverse Effect. Each delivery of each of the Company Designated Transaction Agreements prior to the Closing Date by Tastemaker and the Company Subsidiaries is consummation by Tastemaker on the Closing Date of the transactions contemplated thereby will have been duly qualified or licensed to do business in each jurisdiction where authorized by all necessary action on the nature part of its business or the ownership, operation or leasing of its properties and assets makes such qualification necessary, other than in such jurisdictions where the failure to be so qualified or licensed, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse EffectTastemaker. The Company has made available to Parent, Designated Transaction Agreements will have been duly executed and delivered by Tastemaker prior to the Closing Date and (assuming the due authorization, execution and delivery thereof by the other parties thereto) will then constitute the valid and binding obligations of this AgreementTastemaker, true enforceable against Tastemaker in accordance with their respective terms. 3.2 Ownership of Tastemaker B.V., Tastemaker Subsidiaries ----------------------------------------------------- and complete copies of the Amended and Restated Articles of Incorporation of the Company in effect as of the date of this Agreement, together with all amendments thereto in effect as of the date of this Agreement (the “Company Articles”), and the Amended and Restated Regulations of the Company in effect as of the date of this Agreement, together with all amendments thereto in effect as of the date of this Agreement (the “Company Regulations”). Each of the Company Articles and the Company Regulations were duly adopted and is in full force and effect as of the date of this Agreement. Neither the Company nor any Company Subsidiary is in violation in any material respect of any provision of such documents.Tastemaker B.V.

Organization, Standing and Power. Each member of the Company Contributing Group, Univisa and each Subsidiary (as defined in Section 3.2) of the Company’s Subsidiaries (the “Company Subsidiaries”) Univisa is duly organized, validly existing and (if applicable) in good standing under the Laws laws of the its respective jurisdiction in which it is organized (in the case of good standingformation, to the extent such jurisdiction recognizes such concept), except, in the case of the Company Subsidiaries, where the failure to be so organized, existing or in good standing, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and the Company Subsidiaries has all requisite corporate or similar power and authority and possesses all Permits necessary to enable it to own, lease, lease and operate or otherwise hold its properties and assets to carry on its business as now being conducted, and is duly qualified, and in good standing to own, lease and operate its properties and to conduct its businesses as presently conducted (the “Company Permits”), except where the failure to have such power or authority or to possess the Company Permits, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and the Company Subsidiaries is duly qualified or licensed to do business in each jurisdiction where jurisdiction, domestic and foreign, in which the nature of its business it is conducting, or the ownershipoperation, operation ownership or leasing of its properties and assets properties, makes such qualification necessary, other than in such jurisdictions where the failure so to qualify or be so qualified or licensed, individually or in the aggregate, has not had and good standing would not reasonably be expected to have a Company Material Adverse Effectmaterial adverse economic impact on the assets or business of such member of the Contributing Group, Univisa and the Subsidiaries of Univisa, taken as a whole, or impair the right or ability of the parties hereto to consummate the transactions contemplated hereby. The Company Each member of the Contributing Group, Univisa and each Subsidiary of Univisa has heretofore made available true, complete and correct copies of its Certificate of Incorporation and Bylaws (or other organizational documents, as appropriate) as currently in effect together with all amendments thereto. No resolution has been adopted to amend any of such Certificates of Incorporation or Bylaws (or other organizational documents, as appropriate) except as expressly called for by this Agreement. No member of the Contributing Group, Univisa nor any Subsidiary of Univisa (i) has been dissolved, adopted resolutions to dissolve or acted in any way to accomplish, request or approve such dissolution, (ii) is a party to any merger or (iii) has been declared bankrupt, and, to each such entity's knowledge, no action or request is pending to declare it bankrupt. Contributor has made available to ParentNewco minute books for each of Univisa and its Subsidiaries which contain complete and accurate records in all material respects of all meetings, prior to execution of this Agreementor consents in lieu thereof, true and complete copies of the Amended shareholders and Restated Articles the Board of Incorporation Directors (including committees thereof) of the Company in effect as of the each such entity since its date of this Agreement, together with all amendments thereto in effect as of the date of this Agreement (the “Company Articles”), and the Amended and Restated Regulations of the Company in effect as of the date of this Agreement, together with all amendments thereto in effect as of the date of this Agreement (the “Company Regulations”). Each of the Company Articles and the Company Regulations were duly adopted and is in full force and effect as of the date of this Agreement. Neither the Company nor any Company Subsidiary is in violation in any material respect of any provision of such documentsformation.

Organization, Standing and Power. Each of the The Company and each of the Company’s Subsidiaries (the “Company Subsidiaries”) is a corporation duly organized, validly existing and in good standing under the Laws of the jurisdiction in which it is organized (in the case State of good standingAlabama, with all requisite corporate power and authority to the extent such jurisdiction recognizes such concept)own, exceptlease and operate its properties and to carry on its business as now being conducted, in the case of the Company Subsidiaries, other than where the failure to be so organized, existing organized or in good standingto have such power or authority does not have and would not reasonably be expected to have, individually or in the aggregate, has a Material Adverse Effect on the Company and its Subsidiaries, taken as a whole (a “Company Material Adverse Effect”). The Company is duly qualified and in good standing to do business in each jurisdiction in which the business it is conducting, or the operation, ownership or leasing of its properties, makes such qualification necessary, other than where the failure to so qualify or be in good standing does not had have and would not reasonably be expected to have have, individually or in the aggregate, a Company Material Adverse Effect. Each Subsidiary of the Company is a corporation, partnership or limited liability company duly organized, as the case may be, validly existing and in good standing under the Company Subsidiaries has Laws of its jurisdiction of incorporation or organization, with all requisite corporate or similar entity power and authority and possesses all Permits necessary to enable it to own, lease, lease and operate or otherwise hold its properties and assets and to conduct carry on its businesses business as presently conducted (the “Company Permits”)now being conducted, except other than where the failure to be so organized or to have such power or authority or does not have and would not reasonably be expected to possess the Company Permitshave, individually or in the aggregate, has a Company Material Adverse Effect. Each Subsidiary of the Company is duly qualified and in good standing to do business in each jurisdiction in which the business it is conducting, or the operation, ownership or leasing of its properties, makes such qualification necessary, other than where the failure to so qualify or be in good standing does not had have and would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and the Company Subsidiaries is duly qualified or licensed to do business in each jurisdiction where the nature of its business or the ownership, operation or leasing of its properties and assets makes such qualification necessary, other than in such jurisdictions where the failure to be so qualified or licensedhave, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. The Company has heretofore made available to Parent, prior to execution of this Agreement, true Parent complete and complete correct copies of the Amended and Restated Articles of Incorporation Organizational Documents of the Company in effect and each of its Subsidiaries that is, as of the date of this Agreement, together with all amendments thereto a “significant subsidiary” as defined in effect Rule 1-02(w) of Regulation S-X (in each case, as of the date of this Agreement (the “Company Articles”), and the Amended and Restated Regulations of the Company in effect as of amended prior to the date of this Agreement, together with all amendments thereto in effect as of the date of this Agreement (the “Company Regulations”). Each of the Company Articles and the Company Regulations were duly adopted and is in full force and effect as of the date of this Agreement. Neither the Company nor any Company Subsidiary is in violation in any material respect of any provision of such documents.

Organization, Standing and Power. (a) Each of the Company Parent, BATUS and each of the Company’s Subsidiaries (the “Company Subsidiaries”) Sub is duly organized, validly existing and in good standing under the Laws laws of the jurisdiction in which it is organized (in the case of good standing, to the extent such jurisdiction recognizes such concept). Each of Parent, exceptBATUS and Sub has all requisite corporate power and authority and has obtained all Permits necessary to enable it to own, in operate, lease or otherwise hold its properties and assets and to conduct its businesses as presently conducted, other than such Permits the case lack of the Company Subsidiaries, where the failure to be so organized, existing or in good standingwhich, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Parent Material Adverse Effect. Each of the Company Parent, BATUS and the Company Subsidiaries has all requisite corporate or similar power and authority and possesses all Permits necessary to enable it to own, lease, operate or otherwise hold its properties and assets and to conduct its businesses as presently conducted (the “Company Permits”), except where the failure to have such power or authority or to possess the Company Permits, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and the Company Subsidiaries is Sub are duly qualified or licensed to do business in each jurisdiction where the nature of its business or the ownership, operation ownership or leasing of its properties and assets makes such qualification or license necessary, other than jurisdictions in such jurisdictions where which the failure to be so qualified or licensed, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Parent Material Adverse Effect. The Company Parent has made available to Parent, prior to execution of this Agreement, the Company true and complete copies of the Amended organizational documents of Parent, BATUS and Restated Articles of Incorporation of the Company Sub, in effect each case as of the date of this Agreement, together with all amendments thereto in effect as of the date of this Agreement (the “Company Articles”), and the Amended and Restated Regulations of the Company in effect as of the date of this Agreement, together with all amendments thereto in effect as of the date of this Agreement (the “Company Regulations”). Each of the Company Articles and the Company Regulations were duly adopted and is in full force and effect as of amended through the date of this Agreement. Neither (b) Each subsidiary of Parent (each, a “Parent Subsidiary”) other than BATUS and Sub (i) is duly organized, validly existing and in good standing under the Company nor any Company Subsidiary laws of the jurisdiction in which it is organized (in violation the case of good standing, to the extent such jurisdiction recognizes such concept), (ii) has all requisite corporate power and authority and has obtained all Permits necessary to enable it to own, operate, lease or otherwise hold its properties and assets and to conduct its businesses as presently conducted and (iii) is duly qualified or licensed to do business in each jurisdiction where the nature of its business or the ownership or leasing of its properties makes such qualification or license necessary, except for such variances from the 26 matters set forth in any material respect of any provision clauses (i), (ii) or (iii) as, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect. (c) All of such documentsthe issued and outstanding shares of capital stock of BATUS have been validly issued, are fully paid and nonassessable and are owned by Parent or one or more other Parent Subsidiaries. SECTION 4.02.

Organization, Standing and Power. Each of Parent and Sub is a -------------------------------- corporation duly organized, validly existing and in good standing under the Company and each laws of the Company’s Subsidiaries jurisdiction in which it is organized and has the requisite corporate power and authority to carry on its business as now being conducted. Each Subsidiary (the “Company Subsidiaries”as hereinafter defined) of Parent is duly organized, validly existing and in good standing under the Laws laws of the jurisdiction in which it is organized (in and has the case of good standingrequisite corporate power to carry on its business as now being conducted, to the extent such jurisdiction recognizes such concept), except, in the case of the Company Subsidiaries, except where the failure to be so organized, existing or in good standingstanding or to have such power or authority would not, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse EffectEffect (as hereinafter defined) on Parent. Each Parent and each of its Subsidiaries are duly qualified to do business, and are in good standing, in each jurisdiction where the Company and character of their properties owned or held under lease or the Company Subsidiaries has all requisite corporate or similar power and authority and possesses all Permits necessary to enable it to own, lease, operate or otherwise hold its properties and assets and to conduct its businesses as presently conducted (the “Company Permits”)nature of their activities makes such qualification necessary, except where the failure to have such power or authority or to possess the Company Permitsbe so qualified would not, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse EffectEffect on Parent. Each of the Company and the Company Subsidiaries is duly qualified or licensed to do business in each jurisdiction where the nature of its business or the ownership, operation or leasing of its properties and assets makes such qualification necessary, other than in such jurisdictions where the failure to be so qualified or licensed, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. The Company has made available to Parent, prior to execution of this Agreement, true and complete copies of the Amended and Restated Articles of Incorporation of the Company in effect as of the date of this Agreement, together with all amendments thereto in effect as of the date For purposes of this Agreement (a) "Material Adverse Effect" means, when used with respect to Parent or the “Company Articles”)Company, and as the Amended and Restated Regulations of the Company in case may be, any event, change or effect as of the date of this Agreement, that individually or when taken together with all amendments thereto other such events, changes or effects is, or would be, materially adverse to the business, financial condition or results of operations of Parent and its subsidiaries, taken as a whole, or the Company and its subsidiaries, taken as a whole, as the case may be, except to the extent resulting from or relating to (i) any changes or events affecting the economy of any country or the advertising industry generally (other than to the extent such changes or events adversely affect Parent or the Company, as the case may be, in effect a materially disproportionate manner in relation to the industry generally) or (ii) the loss of those clients that have been previously discussed by the parties; and (b) "Subsidiary" means any corporation, partnership, limited liability company, joint venture or other legal entity of which Parent or the Company, as the case may be (either alone or through or together with any other Subsidiary), (i) owns, directly or indirectly, 50% or more of the date stock or other equity interests the holders of this Agreement (which are generally entitled to vote for the “Company Regulations”). Each election of the Company Articles and the Company Regulations were duly adopted and is in full force and effect as board of directors or other governing body of such corporation, partnership, limited liability company, joint venture or other legal entity or otherwise (through contract or other means) holds or controls 50% or more of the date of this Agreement. Neither the Company nor any Company Subsidiary is ordinary voting power in violation in any material respect of the election or appointment of the board of directors or other governing body or (ii) of which such party or any provision of such documentsits Subsidiaries is a general or managing partner.

Organization, Standing and Power. Each of the (a) The Company and each of the Company’s Subsidiaries (the “Company Subsidiaries”) is duly organized, validly existing and in good standing under the Laws laws of the jurisdiction in which it is organized (in the case of good standing, to the extent such jurisdiction recognizes such concept). Each of the Company Subsidiaries is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized (in the case of good standing, to the extent such jurisdiction recognizes such concept), except, except in the case of the Company Subsidiaries, Subsidiaries where the failure to be so organized, existing exist or be in good standing, individually or in the aggregate, standing has not had and would not reasonably be expected to have have, individually or in the aggregate, a Company Material Adverse Effect. Each of the Company and the Company Subsidiaries has all requisite corporate or similar power and authority and possesses all Permits necessary to enable it to own, lease, lease and operate or otherwise hold its properties and assets and to conduct its businesses as and where presently conducted (the “Company Permits”)conducted, except where the failure to have such power or authority or to possess the Company Permitsauthority, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and the Company Subsidiaries is duly qualified or licensed to do business in each jurisdiction where the nature of its business or character of the ownership, operation properties owned or leasing of its properties and assets makes leased by it make such qualification necessary, other than in such jurisdictions where the failure to be so qualified or licensed, individually or in the aggregate, licensed has not had and would not reasonably be expected to have a Company Material Adverse Effect. The Company has delivered or made available to Parent, prior to execution of this Agreement, true and complete copies of the Amended and Restated Articles restated certificate of Incorporation incorporation of the Company in effect as of the date of this Agreement, together with all amendments thereto in effect as of the date of this Agreement (the “Company ArticlesCharter”), ) and the Amended amended and Restated Regulations restated bylaws of the Company in effect as of the date of this Agreement, together with all amendments thereto in effect as of the date of this Agreement (the “Company RegulationsBylaws”). Each of the Company Articles and the Company Regulations were duly adopted and is in full force and effect as of the date of this Agreement. Neither the Company nor any Company Subsidiary is in violation in any material respect of any provision of such documents.

Organization, Standing and Power. Each of the Company and each of the Company’s Subsidiaries (the “Company Subsidiaries”) IGL is a corporation duly organized, validly existing and in good standing under the Laws laws of the State of Delaware; and IGL has the requisite corporate power and authority to carry on its business as now being conducted. Each Subsidiary (as defined below) of IGL is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized (incorporated and has the requisite corporate power and authority to carry on its business as now being conducted. IGL and each of its Subsidiaries are duly qualified to do business, and are in the case of good standing, in each jurisdiction where the character of their properties owned or held under lease or the nature of their activities makes such qualification necessary, except where the failure to be so qualified would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect (as defined below) on IGL. For purposes of this Agreement: (i) "Material Adverse Change" or "Material Adverse Effect" means, when used with respect to IGL or FTX, as the case may be, any change or effect that is materially adverse to the extent such jurisdiction recognizes such concept)business, operations, prospects, properties, assets, liabilities, condition (financial or otherwise) or results of operations of IGL and its Subsidiaries taken as a whole, or FTX and its Subsidiaries taken as a whole, as the case may be, except, in the case of a Material Adverse Change, for any change resulting from conditions or circumstances generally affecting the Company Subsidiariesbusinesses in which IGL or FTX, where as the failure case may be, carry on their respective businesses; and (ii) "Subsidiary" means any corporation, partnership, joint venture or other legal entity and of which IGL or FTX, as the case may be (either alone or through or together with any other Subsidiary), owns, directly or indirectly, 50% or more of the capital stock or other equity interests the holders of which are generally entitled to vote with respect to matters to be so organizedvoted on in such corporation, existing partnership, joint venture or in good standingother legal entity, individually or in any other entity as to which IGL or FTX, as the aggregatecase may be, has not had and would not reasonably be expected possesses, directly or indirectly, the power to have a Company Material Adverse Effect. Each direct or cause the direction of the Company management and the Company Subsidiaries has all requisite corporate policies thereof, whether through ownership of voting securities, by contract or similar power and authority and possesses all Permits necessary to enable it to ownotherwise; PROVIDED, leaseHOWEVER, operate or otherwise hold its properties and assets and to conduct its businesses as presently conducted (the “Company Permits”)that, except where the failure to have such power or authority or to possess the Company Permits, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. Each for purposes of the Company representations and the Company Subsidiaries is duly qualified or licensed to do business warranties contained in each jurisdiction where the nature of its business or the ownershipArticle II and Article III, operation or leasing of its properties and assets makes such qualification necessaryrespectively, other than in such jurisdictions where the failure to be so qualified or licensed, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. The Company has made available to Parent, prior to execution of this Agreement, true neither IMC-Agrico Company nor IMC-Agrico MP, Inc. (collectively, the "IMC-Agrico Entities") shall be included within the definition of "Subsidiary" of either IGL or FTX or any Subsidiary of either of them. Except as disclosed in the IGL SEC Documents or the IGL Letter (as hereinafter defined), IGL and complete copies its Subsidiaries are not subject to any material joint venture, joint operating or similar arrangement or any material shareholders agreement relating thereto nor does it own or possess more than 5% of the Amended and Restated Articles of Incorporation of the Company in effect as of the date of this Agreement, together with all amendments thereto in effect as of the date of this Agreement (the “Company Articles”), and the Amended and Restated Regulations of the Company in effect as of the date of this Agreement, together with all amendments thereto in effect as of the date of this Agreement (the “Company Regulations”). Each of the Company Articles and the Company Regulations were duly adopted and is in full force and effect as of the date of this Agreement. Neither the Company nor any Company Subsidiary is in violation in any material respect outstanding equity interests of any provision of such documentsother entity.

Organization, Standing and Power. Each of the Company Parent and each of the Company’s Parent's Subsidiaries (the “Company Subsidiaries”) is a corporation or partnership duly organized, validly existing and in good standing under the Laws laws of the jurisdiction in which it is organized (in the case of good standingits incorporation or organization, to the extent such jurisdiction recognizes such concept), except, in the case of the Company Subsidiaries, where the failure to be so organized, existing or in good standing, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and the Company Subsidiaries has all requisite corporate or similar power and authority and possesses all Permits necessary to enable it to own, lease, lease and operate or otherwise hold its properties and assets to carry on its business as now being conducted, and to conduct its businesses as presently conducted (the “Company Permits”), except where the failure to have such power or authority or to possess the Company Permits, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and the Company Subsidiaries is duly qualified or licensed and in good standing to do business in each jurisdiction where in which the nature of its business it is conducting, or the ownershipoperation, operation ownership or leasing of its properties and assets properties, makes such qualification necessary, other than in such jurisdictions where the failure so to be so qualified qualify would not have a Parent Material Adverse Effect (as defined below). Parent has heretofore delivered to the Company complete and correct copies of Parent's Certificate of Incorporation and Bylaws, Sub's Memorandum of Association and Bye-laws and the organizational documents of each of Parent's Significant Subsidiaries. All Subsidiaries of Parent, the percentage of Parent's ownership of such Subsidiaries, the identity and percentage ownership of all other persons with equity interests in such Subsidiaries and their respective jurisdictions of incorporation or licensedorganization are identified on Schedule 3.2(a) of the letter dated and delivered to the Company on the date hereof (the "Parent Letter"), which relates to this Agreement and is designated therein as being the Parent Letter. As used in this Agreement "Parent Material Adverse Effect" or "Parent Material Adverse Change" shall mean any effect or change that is, individually or in the aggregate, has not had materially adverse to the business, operations, assets, condition (financial or otherwise) or results of operation of Parent and would not reasonably be expected to have its Subsidiaries taken as a Company Material Adverse Effect. The Company has made available to Parent, prior to execution whole except for general economic changes and changes that may affect the industries of this Agreement, true and complete copies Parent or any of the Amended and Restated Articles of Incorporation of the Company in effect as of the date of this Agreement, together with all amendments thereto in effect as of the date of this Agreement (the “Company Articles”), and the Amended and Restated Regulations of the Company in effect as of the date of this Agreement, together with all amendments thereto in effect as of the date of this Agreement (the “Company Regulations”). Each of the Company Articles and the Company Regulations were duly adopted and is in full force and effect as of the date of this Agreement. Neither the Company nor any Company Subsidiary is in violation in any material respect of any provision of such documentsits Subsidiaries generally.

Organization, Standing and Power. Each of the Company Seller and each of the Company’s Subsidiaries (the “Company Subsidiaries”) Seller Sub is duly organized, validly existing and in good standing under the Laws laws of the jurisdiction in which it is organized (in the case of good standing, to the extent such jurisdiction recognizes such concept), except, in the case of the Company Subsidiaries, where the failure to be so organized, existing or in good standing, individually or in the aggregate, and has not had and would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and the Company Subsidiaries has all requisite full corporate or similar power and authority and possesses all Permits governmental franchises, licenses, permits, authorizations and approvals necessary to enable it to own, lease, operate lease or otherwise hold its properties and assets and to conduct the Business and its other businesses as presently conducted (conducted, other than such franchises, licenses, permits, authorizations and approvals the “Company Permits”), except where the failure to have such power or authority or to possess the Company Permitslack of which, individually or in the aggregate, has not had and would could not reasonably be expected to have a Company Business Material Adverse Effect. A "BUSINESS MATERIAL ADVERSE EFFECT" shall mean any change or effect that is reasonably likely to (i) have a material adverse effect on the assets, liabilities, business, financial condition or results of operations of the Business or (ii) prevent or materially impede, interfere with, hinder or delay the consummation by Seller or Seller Sub of the Acquisition or the transactions contemplated by this Agreement and each Ancillary Agreement, in each case other than changes relating to United States or foreign economies or securities markets or the industries in which the Business operates and not specifically relating to the Business. Purchaser acknowledges that there may have been or may be disruption to the Business as a result of Seller's intention to sell the Business or as a result of the execution of this Agreement and the consummation of the transactions contemplated hereby or announcement thereof, and Purchaser acknowledges that such disruptions do not and shall not constitute a Business Material Adverse Effect. Each of the Company Seller and the Company Subsidiaries Seller Sub is duly qualified or licensed to do business as a foreign corporation in (A) each jurisdiction where the character of the Acquired Assets held by it or the nature of its business or the ownership, operation or leasing of its properties and assets makes Business make such qualification necessary, other than in such jurisdictions where necessary for it to conduct the Business as currently conducted by it or the failure to be so qualified or licensed, individually or in the aggregate, has not had and would not qualify could reasonably be expected to have a Company Business Material Adverse EffectEffect and (B), in the case of Seller Sub, Ohio and Kentucky. The Company Seller has made available delivered to Parent, prior to execution of this Agreement, Purchaser true and complete copies of the Amended respective certificates of incorporation and Restated Articles by-laws of Incorporation of the Company Seller and Seller Sub, in effect each case as of amended through the date of this Agreement, together with all amendments thereto in effect as of the date of this Agreement (the “Company Articles”), and the Amended and Restated Regulations of the Company in effect as of the date of this Agreement, together with all amendments thereto in effect as of the date of this Agreement (the “Company Regulations”). Each of the Company Articles and the Company Regulations were duly adopted and is in full force and effect as of the date of this Agreement. Neither the Company nor any Company Subsidiary is in violation in any material respect of any provision of such documents.

Organization, Standing and Power. Each of the Company and each of the Company’s 's Subsidiaries (the “"Company Subsidiaries”") is duly organized, validly existing and in good standing under the Laws laws of the jurisdiction in which it is organized (in the case of good standing, to the extent such jurisdiction recognizes such concept), except, in the case of the Company SubsidiariesSubsidiaries that are not Significant Subsidiaries (as such term is defined in Rule 12b-2 under the Exchange Act), where the failure to be so organized, existing exist or be in good standing, individually or in the aggregate, has not had and would not reasonably be expected to have have, individually or in the aggregate, a Company Material Adverse Effect. Each of the Company and the Company Subsidiaries has all requisite corporate or similar power and authority and possesses all Permits necessary to enable it to own, lease, operate lease or otherwise hold its properties and assets and to conduct its businesses as presently conducted (the “"Company Permits”"), except where the failure to have such power or authority or to possess the Company Permits, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and the Company Subsidiaries is duly qualified or licensed to do business in each jurisdiction where the nature of its business or the ownership, operation ownership or leasing of its properties and assets makes make such qualification necessary, other than in such jurisdictions where the failure to be so qualified or licensed, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. The Company has delivered or made available to Parent, prior to execution of this Agreement, true and complete copies of the Amended amended and Restated Articles restated certificate of Incorporation incorporation of the Company in effect as of the date of this Agreement, together with all amendments thereto Agreement (the "Company Charter") and the by-laws of the Company in effect as of the date of this Agreement (the “"Company Articles”By-laws"), and the Amended and Restated Regulations of the Company in effect as of the date of this Agreement, together with all amendments thereto in effect as of the date of this Agreement (the “Company Regulations”). Each of the Company Articles and the Company Regulations were duly adopted and is in full force and effect as of the date of this Agreement. Neither the Company nor any Company Subsidiary is in violation in any material respect of any provision of such documents.

Organization, Standing and Power. (a) Each of the Company and each of the Company’s its Subsidiaries (the “Company Subsidiaries”) (i) is duly organized, validly existing and (to the extent such concept exists under applicable Law) in good standing under the Laws laws of the jurisdiction (as applicable and shown in Section 3.01(a) of the Company Disclosure Letter) in which it is organized organized, (ii) has all corporate or other entity, as applicable, power and authority necessary to enable it to own, operate and lease the properties and assets now owned, operated and leased by it to conduct its businesses as presently conducted and (iii) is duly qualified or licensed to do business as a foreign corporation or limited liability company or other entity, as applicable, and is (to the extent such concept exists under applicable Law) in good standing in each jurisdiction wherein the nature of its activities or the ownership of its assets makes such qualification or license necessary, except (in the case of good standing, to the extent such jurisdiction recognizes such conceptthis clause (iii), except, in the case of the Company Subsidiaries, ) where the failure to be so organized, existing or qualified and (to the extent such concept exists under applicable Law) in good standing, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and the Company Subsidiaries has all requisite corporate or similar power and authority and possesses all Permits necessary to enable it to own, lease, operate or otherwise hold its properties and assets and to conduct its businesses as presently conducted (the “Company Permits”), except where the failure to have such power or authority or to possess the Company Permits, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and the Company Subsidiaries is duly qualified or licensed to do business in each jurisdiction where the nature of its business or the ownership, operation or leasing of its properties and assets makes such qualification necessary, other than in such jurisdictions where the failure to be so qualified or licensed, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. The Company and each Company Subsidiary possesses, and during the past three (3) years has made available possessed, all governmental franchises, licenses, permits, approvals and other Governmental Authorizations, and has made, currently and during the past three (3) years, all notifications, registrations, certifications and filings with all Governmental Entities, necessary for the conduct of its businesses as currently (or, as applicable, was then) conducted, in each case, except as would not be material to Parent, prior to execution of this Agreement, true and complete copies of the Amended and Restated Articles of Incorporation business of the Company in effect as of the date of this Agreement, together with all amendments thereto in effect as of the date of this Agreement (the “Company Articles”), and the Amended and Restated Regulations of the Company in effect as of the date of this Agreement, together with all amendments thereto in effect as of the date of this Agreement (the “Company Regulations”). Each of the Company Articles and the Company Regulations were duly adopted and is Subsidiaries, taken as a whole. All such Governmental Authorizations are in full force and effect as and there are no Proceedings pending, or to the Company’s knowledge, threatened, that would reasonably be expected to result in the termination, revocation, cancellation, suspension or modification of any such Governmental Authorization, except for any such termination, revocation, cancellation, suspension or modification that would not reasonably be expected to be material to the business of the date of this Agreement. Neither Company and the Company nor any Company Subsidiary is in violation in any material respect of any provision of such documentsSubsidiaries, taken as a whole.

Organization, Standing and Power. Each Parent is a corporation duly organized and validly existing under the laws of the Company State of Delaware and each has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now being conducted. On the Closing Date, Parent will be in good standing under the laws of the Company’s Subsidiaries (the “Company Subsidiaries”) State of Delaware. Each Subsidiary of Parent is a corporation, partnership or a limited liability company duly organized, validly existing and in good standing under the Laws of the its respective jurisdiction in which it is organized (in the case of good standingorganization and has all requisite corporate, partnership or limited liability company power and authority to the extent such jurisdiction recognizes such concept)own, exceptlease and operate its properties and to carry on its business as now being conducted, in the case of the Company Subsidiaries, except where the failure to be so organized, existing or in good standing, individually standing or in the aggregate, to have such power or authority has not had and would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and the Company Subsidiaries has all requisite corporate or similar power and authority and possesses all Permits necessary to enable it to own, lease, operate or otherwise hold its properties and assets and to conduct its businesses as presently conducted (the “Company Permits”), except where the failure to have such power or authority or to possess the Company Permitshave, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Parent Material Adverse EffectEffect (as defined below). Each of the Company Parent and the Company its Subsidiaries is duly qualified or licensed to do business as a foreign corporation, partnership or limited liability company and in good standing to conduct business in each jurisdiction where in which the nature of its business it is conducting, or the ownershipoperation, operation ownership or leasing of its properties and assets properties, makes such qualification or licensing necessary, other than in such jurisdictions where the failure to so qualify or be so qualified licensed to do business as a foreign corporation, partnership or licensed, individually limited liability company or to be in the aggregate, good standing has not had and would not reasonably be expected to have have, individually or in the aggregate, a Company Parent Material Adverse Effect. The Company has made available to ParentAs used in this Agreement, prior to execution "PARENT MATERIAL ADVERSE EFFECT" shall mean a material adverse effect on the business, operations, assets, liabilities, financial condition or results of operations of Parent and its Subsidiaries, taken as a whole, other than any such material adverse effect (A) arising as a result of changes in (x) the general economic conditions in any of the countries in which Parent and its Subsidiaries operates or (y) the industries in which Parent and its Subsidiaries operates or (B) resulting from the announcement of this Agreement, true and complete copies of the Amended and Restated Articles of Incorporation of the Company in effect as of the date of this Agreement, together with all amendments thereto in effect as of the date of this Agreement (the “Company Articles”), and the Amended and Restated Regulations of the Company in effect as of the date of this Agreement, together with all amendments thereto in effect as of the date of this Agreement (the “Company Regulations”). Each of the Company Articles and the Company Regulations were duly adopted and is in full force and effect as of the date of this Agreement. Neither the Company nor any Company Subsidiary is in violation in any material respect of any provision of such documents.

Organization, Standing and Power. Each of the Company and each of the Company’s Subsidiaries (the “Company Subsidiaries”) Subsidiary is a corporation duly organized, validly existing and and, to the extent that such jurisdiction recognizes the concept of good standing, is in good standing under the Laws laws of the its jurisdiction in which it is organized (in the case of good standing, to the extent such jurisdiction recognizes such concept), except, in the case organization. Each of the Company Subsidiaries, and each Subsidiary has the corporate power to own its properties and to conduct its business as now being conducted and as currently proposed by it to be conducted and is duly qualified to do business and is in good standing in each jurisdiction where the failure to be so organized, existing or qualified and in good standing, individually or in the aggregateaggregate with any such other failures, has not had and would not reasonably be expected to have a Company Material Adverse Effect. Each of be material to the Company and the Company Subsidiaries has all requisite corporate or similar power and authority and possesses all Permits necessary to enable it to own, lease, operate or otherwise hold its properties and assets and to conduct its businesses as presently conducted (the “Company Permits”), except where the failure to have such power or authority or to possess the Company Permits, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and the Company Subsidiaries is duly qualified or licensed to do business in each jurisdiction where the nature of its business or the ownership, operation or leasing of its properties and assets makes such qualification necessary, other than in such jurisdictions where the failure to be so qualified or licensed, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse EffectCompany. The Company has made available delivered to Parent, prior to execution of this Agreement, Acquiror a true and correct copy of its Articles of Incorporation and Bylaws, as in effect on the date hereof and a complete copies and correct copy of the Amended equivalent organizational documents of each of its Subsidiaries, each as in effect on the date hereof, each of which are in full force and Restated effect. The Board of Directors of the Company has not exercised its authority pursuant to Section 2.2 of Article II of the Articles of Incorporation of the Company to designate preferences, rights or limitations other than those contained in the Articles of Incorporation in effect as of on the date of this Agreement, together with all amendments thereto in effect as of the date of this Agreement (the “Company Articles”), and the Amended and Restated Regulations of the Company in effect as of the date of this Agreement, together with all amendments thereto in effect as of the date of this Agreement (the “Company Regulations”). Each of the Company Articles and the Company Regulations were duly adopted and is in full force and effect as of the date of this Agreementhereof. Neither the Company nor any Company Subsidiary is in violation in any material respect of any provision of the provisions of its Articles of Incorporation or Bylaws or equivalent organizational or governing documents. Schedule 2.1 of the Company Disclosure Letter sets forth a true, correct and complete list of each Subsidiary, its jurisdiction of organization and its authorized and issued share capital. The Company is the owner of all of the issued and outstanding shares of capital stock or similar equity interests of each Subsidiary, free and clear of all Encumbrances, and all such shares or similar equity interests are duly authorized, validly issued, fully paid and nonassessable and are not subject to any preemptive right or right of first refusal created by statute, the Articles of Incorporation and Bylaws or other equivalent organizational or governing documents, as applicable, of such documentsSubsidiary or any Contract to which such Subsidiary is a party or by which it is bound. There are no outstanding subscriptions, options, warrants, "put" or "call" rights, exchangeable or convertible securities or other Contracts of any character relating to the issued or unissued capital stock or other securities of any Subsidiary, or otherwise obligating the Company or any Subsidiary to issue, transfer, sell, purchase, redeem or otherwise acquire or sell any such securities of any Subsidiary. The Company does not directly or indirectly own any equity or similar interest in, or any interest convertible or exchangeable or exercisable for, any equity or similar interest in, any Person, other than the Subsidiaries listed in Schedule 2.1 of the Company Disclosure Letter.

Organization, Standing and Power. Each of the Company Parent, Merger Sub and each of the Company’s its Significant Subsidiaries (the “Company Subsidiaries”) is a corporation, limited liability company or partnership duly organizedorganized or formed, validly existing and in good standing under the Laws laws of the its jurisdiction in which it is organized (in the case of good standingincorporation, to the extent such jurisdiction recognizes such concept)organization or formation, except, in the case of the Company Subsidiaries, where the failure to be so organized, existing or in good standing, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and the Company Subsidiaries has all requisite corporate or similar power and authority and possesses all Permits necessary to enable it to own, lease, lease and operate or otherwise hold its properties and assets to carry on its business as now being conducted, and to conduct its businesses as presently conducted (the “Company Permits”), except where the failure to have such power or authority or to possess the Company Permits, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and the Company Subsidiaries is duly qualified or licensed and licensed, as may be required, and in good standing to do business in each jurisdiction where in which the nature of its business it is conducting, or the ownershipoperation, operation ownership or leasing of its properties and assets properties, makes such qualification and licensing necessary, other than in such jurisdictions where the failure so to be so qualified and licensed could not reasonably be expected to result in a Parent Material Adverse Effect. All Subsidiaries of Parent and their respective jurisdictions of incorporation, organization or licensedformation are identified on Schedule 3.2(a) of the Parent Disclosure Schedule and all Subsidiaries of Parent that are Significant Subsidiaries of Parent are indicated as such on such schedule. Parent has heretofore delivered to the Company complete and correct copies of its Amended and Restated Certificate of Incorporation and Restated Bylaws, each as amended to date, and complete and correct copies of the Articles of Incorporation and Bylaws of Merger Sub. "Parent Material Adverse Effect" means any result, occurrence, condition, fact, change, violation, event or effect of any of the foregoing (whether or not (A) foreseeable or known as of the date of this Agreement or (B) covered by insurance) that, individually or in the aggregate with such other results, occurrences, conditions, facts, changes, violations, events or effects (whether or not such result, occurrence, condition, fact, change, violation, event or effect has, during the period or at any time in question, manifested itself in the historical financial statements of Parent or any of its Subsidiaries), (x) is materially adverse to the financial condition, properties, business or results of operations of Parent and its Subsidiaries taken as a whole, (y) would materially impair the ability of Parent to perform in a timely manner its obligations under this Agreement or (z) would prevent the consummation of the transactions contemplated by this Agreement; provided, however, that in no event shall any of the following constitute a Parent Material Adverse Effect: (1) any change or effect resulting from changes in general economic, regulatory or political conditions, conditions in the United States or worldwide capital markets or any outbreak of hostilities or war (except for any changes referred to in this subclause which, individually or in the aggregate, has not had disproportionately affect the business, assets, properties, liabilities, results of operations or financial condition of Parent and would not reasonably be expected its Subsidiaries taken as a whole, as compared to have other industry participants), (2) any change or effect, including changes in laws, that affects the oil and gas exploration and development industry or exploration and production companies of a Company Material Adverse Effect. The Company has made available similar size to ParentParent and a majority of whose reserves are natural gas generally (including changes in commodity prices, prior general market prices and regulatory changes affecting the oil and gas industry or exploration and production companies of a similar size to execution Parent and a majority of whose reserves are natural gas generally) (except for any changes referred to in this subclause which, individually or in the aggregate, disproportionately affect the business, assets, properties, liabilities, results of operations or financial condition of Parent and its Subsidiaries taken as a whole, as compared to other industry participants, and exploration and production companies of a similar size to Parent and a majority of whose reserves are natural gas), or (3) any change or effect resulting from the announcement or pendency of this Agreement, true and complete copies of the Amended and Restated Articles of Incorporation of Merger or the Company in effect as of the date of this Agreement, together with all amendments thereto in effect as of the date of this Agreement (the “Company Articles”), and the Amended and Restated Regulations of the Company in effect as of the date of this Agreement, together with all amendments thereto in effect as of the date of this Agreement (the “Company Regulations”). Each of the Company Articles and the Company Regulations were duly adopted and is in full force and effect as of the date of this Agreement. Neither the Company nor any Company Subsidiary is in violation in any material respect of any provision of such documentsother transactions contemplated hereby.

Organization, Standing and Power. Each of the Company Objet, Holdco, Merger Sub and each of the Company’s Subsidiaries (the “Company Subsidiaries”) Objet Subsidiary is duly organized, validly existing and in good standing under the Laws laws of the jurisdiction in which it is organized (in the case of good standing, to the extent such jurisdiction recognizes such concept), except, in the case of the Company Objet Subsidiaries, where the failure to be so organized, existing or in good standing, individually or in the aggregate, has not had and would not reasonably be expected to have a Company an Objet Material Adverse Effect. Each of the Company Objet, Holdco, Merger Sub and the Company Objet Subsidiaries has all requisite corporate or similar power and authority and possesses all Permits governmental franchises, licenses, permits, authorizations, variances, exemptions, orders and approvals (collectively, “Permits”) necessary to enable it to own, lease, operate lease or otherwise hold its properties and assets and to conduct its businesses as presently conducted (the “Company Objet Permits”), except where the failure to have such power or authority or to possess the Company Objet Permits, individually or in the aggregate, has not had and would not reasonably be expected to have a Company an Objet Material Adverse Effect. Each of the Company Objet, Holdco, Merger Sub and the Company Objet Subsidiaries is duly qualified or licensed to do business in each jurisdiction where the nature of its business or the ownership, operation ownership or leasing of its properties and assets makes make such qualification necessary, other than in such jurisdictions where the failure to be so qualified or licensed, individually or in the aggregate, has not had and would not reasonably be expected to have a Company an Objet Material Adverse Effect. The Company Objet has delivered or made available to ParentStratasys, prior to execution of this Agreement, a true and complete copies copy of the Amended and Restated Articles memorandum of Incorporation association of the Company in effect as of the date of this AgreementObjet, together with all amendments thereto in effect as of the date of this Agreement (the “Company ArticlesCurrent Objet Memorandum”), ) and the Amended and Restated Regulations articles of the Company in effect as association of the date of this AgreementObjet, together with all amendments thereto in effect as of the date of this Agreement (the “Company RegulationsCurrent Objet Articles”). Each of the Company Articles and the Company Regulations were duly adopted and is in full force and effect as of the date of this Agreement. Neither the Company nor any Company Subsidiary is in violation in any material respect of any provision of such documents.

Organization, Standing and Power. Each of the Company and each of the Company’s its Subsidiaries (the “Company Subsidiaries”) is a corporation duly organized, validly existing and in good standing under the Laws laws of the its respective jurisdiction in which it is organized (in the case of good standing, to the extent such jurisdiction recognizes such concept), except, in the case of the Company Subsidiaries, where the failure to be so organized, existing or in good standing, individually or in the aggregate, has not had incorporation and would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and the Company Subsidiaries has all requisite corporate or similar power and authority and possesses all Permits necessary to enable it to own, lease, lease and operate or otherwise hold its properties and assets to carry on its business as now being conducted and to conduct its businesses as presently conducted (the “Company Permits”), except where the failure to have such power or authority or to possess proposed by the Company Permits, individually or in the aggregate, has not had and would not reasonably to be expected to have a Company Material Adverse Effectconducted. Each of the The Company and the Company each of its Subsidiaries is duly qualified or licensed to do business as a foreign corporation and in good standing to conduct business in each jurisdiction where in which the nature of its business it is conducting, or the ownershipoperation, operation ownership or leasing of its properties and assets properties, makes such qualification necessary, other than in such jurisdictions where the failure so to qualify could not reasonably be so expected to have a Material Adverse Effect with respect to the Company. Schedule 3.1(a) sets forth, for each of the Company and its Subsidiaries, the jurisdiction in which such corporation is incorporated and each jurisdiction in which such corporation is qualified to do business. Complete and correct copies of the Company's and its Subsidiaries' respective Certificates or licensedArticles of Incorporation and Bylaws are attached to Schedule 3.1(a). As used in this Agreement: a "Material Adverse Effect" shall mean, with respect to any party, any events, changes or effects which, individually or in the aggregate, has not had and would not could reasonably be expected to have a material adverse effect on (i) the business, properties, results of operations or financial condition of the Company and its Subsidiaries, taken as a whole or (ii) the ability of the Company and its Subsidiaries to consummate the Merger; provided, however, that no events, changes or effects resulting from national economic conditions, from general foam industry developments or conditions, or from changes in laws, rules or regulations applicable to the Company or its Subsidiaries (other than such laws, rules or regulations specifically directed at the Company or its Subsidiaries) shall be deemed to constitute, create or cause a Material Adverse Effect. The Company has made available to Parent, prior to execution of this Agreement, true and complete copies of the Amended and Restated Articles of Incorporation of the Company in effect as of the date of this Agreement, together with all amendments thereto in effect as of the date of this Agreement (the “Company Articles”), and the Amended and Restated Regulations of the Company in effect as of the date of this Agreement, together with all amendments thereto in effect as of the date of this Agreement (the “Company Regulations”). Each of the Company Articles and the Company Regulations were duly adopted and is in full force and effect as of the date of this Agreement. Neither the Company nor any Company Subsidiary is in violation in any material respect of any provision of such documents.

Organization, Standing and Power. (a) Each of the Company Sellers and each of the Company’s Subsidiaries (the “Company Subsidiaries”) Acquired Entities is duly organized, validly existing and in good standing under the Laws of the jurisdiction in which it is organized (in the case of good standingits incorporation or organization, to the extent such jurisdiction recognizes such concept), except, in the case of the Company Subsidiaries, where the failure to be so organized, existing or in good standing, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effectas applicable. Each of the Company Sellers (with respect to the Acquired Business) and the Company Subsidiaries Acquired Entities has all requisite corporate or similar other power and authority and possesses all Permits necessary to enable it to own, leaseoperate, operate or otherwise hold lease and encumber its properties and assets carry on its business as now being conducted. The articles of incorporation, as amended and to conduct its businesses as presently conducted supplemented, of Sun (the “Company PermitsSun Charter”)) and the comparable Organizational Documents of each other Seller and the Acquired Entities are in effect and, except where to the failure to have such power Knowledge of Sun, no dissolution, revocation or authority forfeiture proceeding regarding any Seller or to possess the Company Permits, individually or in the aggregate, any Acquired Entity has not had and would not reasonably be expected to have a Company Material Adverse Effectbeen commenced. Each Section 3.1(a)(1) of the Company Sun Disclosure Letter sets forth each Acquired Entity and its jurisdiction of incorporation or organization. Section 3.1(a)(2) of the Company Subsidiaries is Sun Disclosure Letter sets forth a correct and complete list of all jurisdictions in which the respective Sellers (with respect to the Acquired Business) and Acquired Entities are duly qualified or licensed to do business as a foreign corporation or other limited liability entity and are in good standing and, with respect to each jurisdiction where such Seller and Acquired Entity, such list includes all jurisdictions in which the nature of its such Seller’s or Acquired Entity’s business or the ownership, operation ownership or leasing of its properties and assets makes such qualification or licensing necessary, other than in such jurisdictions where the failure to be so qualified or licensed, individually or and in the aggregate, has not had and would not reasonably be expected to have (i) have, and has not had, a Company Sun Material Adverse Effect. The Company has made available to Parent, prior to execution of this Agreement, true and complete copies of the Amended and Restated Articles of Incorporation of the Company in effect as of the date of this Agreement, together with all amendments thereto in effect as of the date of this Agreement Effect or (the “Company Articles”)ii) prevent or delay, and the Amended and Restated Regulations of the Company in effect as of the date of this Agreementhas not prevented or delayed, together with all amendments thereto in effect as of the date of this Agreement (the “Company Regulations”). Each of the Company Articles and the Company Regulations were duly adopted and is in full force and effect as of the date of this Agreement. Neither the Company nor any Company Subsidiary is in violation in any material respect the consummation of the transactions contemplated by this Agreement or the Ancillary Agreements or the Horizon Transactions or otherwise prevent Sun or any provision of such documentsSun Subsidiary from performing its obligations under this Agreement or the Ancillary Agreements in any material respect.

Organization, Standing and Power. Each of the Company and each of the Company’s Subsidiaries (the “Company Subsidiaries”) Parent is a limited liability company duly organized, validly existing and in good standing under the Laws laws of the jurisdiction State of Delaware and Sub is a corporation duly organized, validly existing and in which it good standing under the laws of the State of Delaware. Each of Parent and Sub has the requisite power and authority to carry on its business as now being conducted. Parent is organized (duly qualified to do business, and is in the case of good standing, to in each jurisdiction where the extent character of its properties owned or held under lease or the nature of its activities makes such jurisdiction recognizes such concept)qualification necessary, except, in the case of the Company Subsidiaries, except where the failure to be so organized, existing or in good standingqualified would not, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse EffectEffect on Parent. Each of the Company and the Company Subsidiaries has all requisite corporate or similar power and authority and possesses all Permits necessary to enable it to own, lease, operate or otherwise hold its properties and assets and to conduct its businesses as presently conducted (the “Company Permits”), except where the failure to have such power or authority or to possess the Company Permits, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and the Company Subsidiaries is duly qualified or licensed to do business in each jurisdiction where the nature of its business or the ownership, operation or leasing of its properties and assets makes such qualification necessary, other than in such jurisdictions where the failure to be so qualified or licensed, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. The Company has made available to Parent, prior to execution For purposes of this Agreement, true (a) "Material Adverse Change" or "Material Adverse Effect" means, when used with respect to Parent or the Company, as the case may be, any event, occurrence, fact, circumstance, change or effect that is or reasonably could be expected to be materially adverse to the business, assets, prospects, financial condition or results of operations of Parent and complete copies of the Amended and Restated Articles of Incorporation of its Subsidiaries (as hereinafter defined), taken as a whole, or the Company and its Subsidiaries, taken as a whole, as the case may be; provided, however, that in effect as of determining whether a Material Adverse Change or Material Adverse Effect has occurred with respect to either referenced party, any change or effect, to the date extent it is attributable to (i) any change in general economic conditions, or (ii) the execution, public announcement or existence of this Agreement, shall not be considered when determining whether a Material Adverse Change or Material Adverse Effect has occurred; and (b) "Subsidiary" means any corporation, partnership, limited liability company, joint venture or other legal entity of which Parent or the Company, as the case may be (either alone or through or together with all amendments thereto in effect as any other Subsidiary), owns, directly or indirectly, 50% or more of the stock or other equity interests the holders of which are generally entitled to vote for the election of the board of directors or other governing body of such corporation, partnership, limited liability company, joint venture or other legal entity. As of the date of this Agreement (the “Company Articles”), hereof and the Amended Closing Date, the issued and Restated Regulations outstanding capitalization of the Company in effect as Sub is and will consist of the date 1,000 shares of this Agreement, together with all amendments thereto in effect as of the date of this Agreement (the “Company Regulations”). Each of the Company Articles and the Company Regulations were duly adopted and is in full force and effect as of the date of this Agreement. Neither the Company nor any Company Subsidiary is in violation in any material respect of any provision of such documentsCommon Stock.

Organization, Standing and Power. Each of the Company and each of the Company’s Subsidiaries (the “Company Subsidiaries”) EveryStory is duly incorporated or organized, validly existing and in good standing under the Laws laws of the jurisdiction in which State of Delaware and has the corporate power and authority and possesses all governmental franchises, licenses, permits, authorizations and approvals necessary to enable it is organized (in to own, lease or otherwise hold its properties and assets and to conduct its businesses as presently conducted, other than such franchises, licenses, permits, authorizations and approvals the case lack of good standing, to the extent such jurisdiction recognizes such concept), except, in the case of the Company Subsidiaries, where the failure to be so organized, existing or in good standingwhich, individually or in the aggregate, has not had and would not reasonably be expected to have a Company material adverse effect on EveryStory, a material adverse effect on the ability of EveryStory to perform its obligations under this A&R Agreement or on the ability of EveryStory to consummate the Transactions. For purposes of this A&R Agreement, an “EveryStory Material Adverse Effect. Each ” is defined herein as any event, change, circumstance, effect of the Company and the Company Subsidiaries has all requisite corporate state of facts that (i) is or similar power and authority and possesses all Permits necessary to enable it to own, lease, operate or otherwise hold its properties and assets and to conduct its businesses as presently conducted (the “Company Permits”), except where the failure to have such power or authority or to possess the Company Permits, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. Each be materially adverse to the assets, liabilities, condition (financial or otherwise), business or results of operations of EveryStory, or (ii) materially impairs the ability of EveryStory to consummate or prevents or materially delays, any of the Company and the Company Subsidiaries transactions contemplated by this A&R Agreement. EveryStory is duly qualified or licensed to do business in each jurisdiction where the nature of its business or the ownership, operation its ownership or leasing of its properties and assets makes make such qualification necessary, other than in such jurisdictions except where the failure to be so qualified or licensed, individually or in the aggregate, has not had and qualify would not reasonably be expected to have a Company an EveryStory Material Adverse Effect. The Company EveryStory has made available delivered to Parent, prior to execution of this Agreement, KMI true and complete copies of the Amended and Restated Articles Certificate of Incorporation and bylaws of the Company in effect EveryStory, each as of amended to the date of this Agreement, together with all amendments thereto in effect as of the date of this A&R Agreement (as so amended, the “Company ArticlesEveryStory Charter Documents”), and the Amended and Restated Regulations of the Company in effect as of the date of this Agreement, together with all amendments thereto in effect as of the date of this Agreement (the “Company Regulations”). Each of the Company Articles and the Company Regulations were duly adopted and is in full force and effect as of the date of this Agreement. Neither the Company nor any Company Subsidiary is in violation in any material respect of any provision of such documents.

Organization, Standing and Power. Each of the Company Parent and each of the Company’s Subsidiaries Merger Sub (the “Company Subsidiaries”a) is a corporation duly organized, validly existing and in good standing under the Laws laws of the jurisdiction of its incorporation and (b) has the requisite corporate power and authority to carry on its business as now being conducted. Each of Parent and Merger Sub are duly qualified to do business, and are in which it is organized (in the case of good standing, to the extent such in each jurisdiction recognizes such concept), except, in the case of the Company Subsidiaries, where the failure character of their properties owned or held under lease or the nature of their activities makes such qualification necessary, except for such failures to be so organized, existing or in good standingqualified that would not, individually or in the aggregate, have a Parent Material Adverse Effect. For purposes of this Agreement, “Parent Material Adverse Effect” or “Parent Material Adverse Change” mean, when used with respect to Parent and its Subsidiaries, any change or effect that (i) is or would reasonably be expected (as far as can be foreseen at the time) to be materially adverse to the business, operations, properties, assets, liabilities, employee relationships, customer or supplier relationships, earnings or results of operations, financial projections or forecasts, or the business prospects and condition (financial or otherwise) of Parent and its Subsidiaries, taken as a whole, other than such changes, effects or circumstances reasonably attributable to: (A) economic, capital market or political conditions generally in the United States or foreign economies in any locations where Parent and its Subsidiaries have material operations or sales; (B) conditions generally affecting the industry in which Parent and its Subsidiaries operate, provided the changes, effects or circumstances in clauses (A) and (B) do not have a materially disproportionate effect (relative to other industry participants) on Parent and its Subsidiaries, taken as a whole; (C) the announcement or pendency of the Merger or the Second Merger; (D) Parent’s compliance with its obligations, or the satisfaction of the conditions to the Merger or the Second Merger, set forth in this Agreement; (E) any action taken by Parent or any of its Subsidiaries with the prior written consent of the Company, to the extent such change, effect or circumstance could reasonably have been expected by the Company prior to the Company’s prior written consent and except that consent to action taken to respond to a Parent Material Adverse Effect or Parent Material Adverse Change shall not be deemed any waiver by the Company as to the event or circumstance giving rise to such Parent Material Adverse Effect or Parent Material Adverse Change; (F) any change in the trading price or trading volume of the Parent’s common stock in and of itself; (G) any failure, in and of itself, by Parent to meet published revenue or earnings projections or any internal or other estimates, predictions, projections or forecasts of revenue, net income or any other measure of financial performance (it being understood that, with respect to clauses (F) and (G), the facts of circumstances giving rise or contributing to such change in trading price or failure to meet estimates or projections may be deemed to constitute, or be taken into account in determining whether there has not had and been, a Parent Material Adverse Effect or Parent Material Adverse Change) or (ii) materially impairs the ability of Parent to consummate, or prevents or materially delays, the Merger, the Second Merger or any of the other transactions contemplated by this Agreement or would not reasonably be expected to have a Company Material Adverse Effectdo so. Each of Prior to the Company execution and the Company Subsidiaries has all requisite corporate or similar power and authority and possesses all Permits necessary to enable it to own, lease, operate or otherwise hold its properties and assets and to conduct its businesses as presently conducted (the “Company Permits”), except where the failure to have such power or authority or to possess the Company Permits, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and the Company Subsidiaries is duly qualified or licensed to do business in each jurisdiction where the nature of its business or the ownership, operation or leasing of its properties and assets makes such qualification necessary, other than in such jurisdictions where the failure to be so qualified or licensed, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. The Company has made available to Parent, prior to execution delivery of this Agreement, true and complete copies neither Parent nor Merger Sub was an “Interested Shareholder” of the Amended and Restated Articles of Incorporation of the Company Company, as that term is defined in effect as of the date of this Agreement, together with all amendments thereto in effect as of the date of this Agreement (the “Company Articles”), and the Amended and Restated Regulations of the Company in effect as of the date of this Agreement, together with all amendments thereto in effect as of the date of this Agreement (the “Company Regulations”). Each of the Company Articles and the Company Regulations were duly adopted and is in full force and effect as of the date of this Agreement. Neither the Company nor any Company Subsidiary is in violation in any material respect of any provision of such documentsNJBCA 14A:10A-3.

Organization, Standing and Power. (a) Each of the Company Parent and each of the Company’s Subsidiaries Merger Sub (the “Company Subsidiaries”i) is a corporation duly organized, validly existing and in good standing under the Laws of the jurisdiction in which it is organized of its incorporation, (in the case of good standing, to the extent such jurisdiction recognizes such concept), except, in the case of the Company Subsidiaries, where the failure to be so organized, existing or in good standing, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and the Company Subsidiaries ii) has all requisite corporate or similar power and authority and possesses all Permits necessary to enable it to own, lease, lease and operate or otherwise hold its properties and assets to carry on its business as now being conducted and to conduct its businesses as presently conducted (the “Company Permits”), except where the failure to have such power or authority or to possess the Company Permits, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and the Company Subsidiaries iii) is duly qualified or licensed to do business and is in good standing (with respect to jurisdictions that recognize such concept) in each jurisdiction where in which the nature of its business or the ownership, leasing or operation or leasing of its properties and assets makes such qualification or licensing necessary, other than in except for any such jurisdictions where the failure failures to have such power and authority or to be so qualified or licensedlicensed or in good standing as would not, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Parent Material Adverse Effect. The Company has made available to Parent, prior to execution For purposes of this Agreement, true “Parent Material Adverse Effect “ means any fact, circumstance, event, change, effect, development or occurrence that, either individually or in the aggregate is materially adverse to (A) the business, assets, liabilities, condition (financial or otherwise) or results of operations of Parent and complete copies its Subsidiaries, taken as a whole or (B) the ability of Parent or Merger Sub to perform, in all material respects, its obligations under this Agreement or to consummate the transactions contemplated hereby; provided, however, that “Parent Material Adverse Effect “ shall not include the effect of any fact, circumstance, event, change, effect, development, or occurrence arising out of or attributable to any of the Amended following, either alone or in combination: (1) the industry and Restated Articles of Incorporation markets in which Parent and its Subsidiaries operate generally (that do not materially disproportionately affect Parent and its Subsidiaries, taken as a whole); (2) general economic, business, regulatory or political conditions (including those affecting the securities or financial markets) (that do not materially disproportionately affect Parent and its Subsidiaries, taken as a whole); (3) gasoline prices in the United States; (4) any actions required under this Agreement to obtain any approval or authorization under applicable antitrust or competition Laws for the consummation of the Company in effect as of Offer or the date of this Agreement, together with all amendments thereto in effect as of Merger; (5) the date public announcement or pendency of this Agreement or the consummation of the transactions contemplated hereby (the “Company Articles”including any loss of employees or labor disputes or employee strikes, slowdowns, job actions or work stoppages or labor union activities or any termination or reduction or similar negative impact on relationships, contractual or otherwise, with any customers, suppliers or distributors); (6) acts of war (whether or not declared), and sabotage or terrorism, military actions or the Amended and Restated Regulations escalation thereof or other force majeure events (such as natural disasters or acts of God) occurring after the date hereof (other than any of the Company foregoing that causes material damage or destruction to a material number of stores of Parent or any of its Subsidiaries, taking into account the proceeds of any applicable insurance policies); (7) any changes in effect as applicable Laws or applicable accounting regulations or principles or interpretations thereof; or (8) the taking of the date of this Agreement, together with all amendments thereto in effect as of the date of any action contemplated by or arising from this Agreement (or consented to or requested by the “Company Regulations”). Each of the Company Articles and the Company Regulations were duly adopted and is in full force and effect as of the date of this Agreement. Neither the Company nor any Company Subsidiary is in violation in any material respect of any provision of such documentsCompany.

Organization, Standing and Power. Each of the Company and each of the Company’s its Subsidiaries (the “Company Subsidiaries”as hereinafter defined) is a corporation, partnership or a limited liability company duly organized, validly existing and in good standing under the Laws of its respective jurisdiction of organization (with respect to jurisdictions that recognize the jurisdiction in which it is organized (in the case concept of good standing) and has all requisite corporate, partnership or limited liability company power and authority to the extent own, lease and operate its properties and to carry on its business as now being conducted, except where any such jurisdiction recognizes such concept), except, in the case of the Company Subsidiaries, where the failure to be so organized, existing or and in good standingstanding or to have such power or authority has not had, and would not reasonably be expected to have, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse EffectEffect (as hereinafter defined). Each of the Company and the Company Subsidiaries has all requisite corporate or similar power and authority and possesses all Permits necessary to enable it to own, lease, operate or otherwise hold its properties and assets and to conduct its businesses as presently conducted (the “Company Permits”), except where the failure to have such power or authority or to possess the Company Permits, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and the Company Subsidiaries is duly qualified or licensed to do business as a foreign corporation, partnership or limited liability company and in good standing to conduct business (with respect to jurisdictions that recognize the concept of good standing) in each jurisdiction where in which the nature of its business it is conducting, or the ownershipoperation, operation ownership or leasing of its properties and assets properties, makes such qualification or licensing necessary, other than in such jurisdictions where the failure to so qualify or be so qualified licensed to do business as a foreign corporation, partnership or licensed, individually limited liability company or to be in the aggregate, good standing has not had and would not reasonably be expected to have have, individually or in the aggregate, a Company Material Adverse Effect. The Company has heretofore made available to Parent, prior to execution Parent and Acquisition complete and correct copies of the certificates of incorporation and bylaws of the Company. As used in this Agreement, true and complete copies (i) “Company Material Adverse Effect” shall mean any fact, circumstance, event, change, effect or occurrence (an “Effect”) that would have (A) a material adverse effect on the business, assets, liabilities, financial condition or results of the Amended and Restated Articles of Incorporation operations of the Company in and its Subsidiaries, taken as a whole, or (B) a material adverse effect as on the ability of the date of Company to consummate the transactions contemplated by this Agreement, together with all amendments thereto other than, in effect as either case, any Effect resulting from (1) any Effect affecting the United States economy or securities or financial markets generally, (2) any Effect affecting the industry of the date Company and its Subsidiaries generally, (3) changes in United States generally accepted accounting principles (“GAAP”), (4) changes in any statute, law, ordinance, rule, regulation, Nasdaq Global Select Market or other stock exchange rule or listing requirement, permit or authorization (collectively, “Laws”), (5) the announcement of this Agreement (or the “Company Articles”)pendency or consummation of the Merger and/or the other transactions contemplated hereby, and the Amended and Restated Regulations including any termination of, reduction in or similar negative impact on relationships, contractual or otherwise, with any customers, suppliers, distributors, partners or employees of the Company in effect and its Subsidiaries, (6) the identity of Parent or any of its affiliates as the acquirer of the date of Company, (7) the failure by the Company to take any action prohibited by this Agreement, together or compliance with all amendments thereto in effect as the terms of, or the taking of the date of any action required by, this Agreement or consented to by Parent or Acquisition, or (the “Company Regulations”). Each 8) any outbreak or escalation of the Company Articles hostilities, any occurrence or threat of acts commonly referred to as terrorist attacks or any armed hostilities associated therewith and the Company Regulations were duly adopted and is in full force and effect as of the date of this Agreement. Neither the Company nor any Company Subsidiary is in violation in any material respect of any provision of such documents.national or international calamity or emergence or any

Organization, Standing and Power. The Company is a corporation duly organized and validly existing under the laws of the State of Delaware and has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now being conducted. On the Closing Date, the Company will be in good standing under the laws of the State of Delaware. Each Subsidiary (as defined below) of the Company and each of the Company’s Subsidiaries (the “Company Subsidiaries”) is a corporation, partnership or a limited liability company duly organized, validly existing and and, as of the Closing Date will be, in good standing under the Laws of the its respective jurisdiction in which it is organized (in the case of good standingorganization and has all requisite corporate, partnership or limited liability company power and authority to the extent such jurisdiction recognizes such concept)own, exceptlease and operate its properties and to carry on its business as now being conducted, in the case of the Company Subsidiaries, except where the failure to be so organized, existing or in good standing, individually standing or in the aggregate, to have such power or authority has not had and would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and the Company Subsidiaries has all requisite corporate or similar power and authority and possesses all Permits necessary to enable it to own, lease, operate or otherwise hold its properties and assets and to conduct its businesses as presently conducted (the “Company Permits”), except where the failure to have such power or authority or to possess the Company Permitshave, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse EffectEffect (as defined below). Each of the Company and the Company its Subsidiaries is duly qualified or licensed to do business as a foreign corporation, partnership or limited liability company and in good standing to conduct business in each jurisdiction where in which the nature of its business it is conducting, or the ownershipoperation, operation ownership or leasing of its properties and assets properties, makes such qualification or licensing necessary, other than in such jurisdictions where the failure to so qualify or be so qualified licensed to do business as a foreign corporation, partnership or licensed, individually limited liability company or to be in the aggregate, good standing has not had and would not reasonably be expected to have have, individually or in the aggregate, a Company Material Adverse Effect. The As used in this Agreement, (i) "COMPANY MATERIAL ADVERSE EFFECT" shall mean a material adverse effect on the business, operations, assets, liabilities, financial condition or results of operations of the Company has made available to Parentand its Subsidiaries, prior to execution taken as a whole, other than any such material adverse effect (A) arising as a result of changes in (x) the general economic conditions in any of the countries in which the Company and its Subsidiaries operates or (y) the industries in which the Company and its Subsidiaries operates or (B) resulting from the announcement of this Agreement; (ii) "SUBSIDIARY" shall mean, true and complete copies with respect to any party, any Person (as hereinafter defined) (A) of which such party or any other Subsidiary of such party is a general partner, (B) of which voting power to elect a majority of the Amended and Restated Articles board of Incorporation directors or others performing similar functions with respect to such Person is held by such party or by one or more of the Company in effect as of the date of this Agreement, together with all amendments thereto in effect as of the date of this Agreement its Subsidiaries or (the “Company Articles”), and the Amended and Restated Regulations of the Company in effect as of the date of this Agreement, together with all amendments thereto in effect as of the date of this Agreement (the “Company Regulations”). Each of the Company Articles and the Company Regulations were duly adopted and is in full force and effect as of the date of this Agreement. Neither the Company nor any Company Subsidiary is in violation in any material respect of any provision of such documents.C) of

Organization, Standing and Power. Each of the Company and each of the Company’s Subsidiaries its subsidiaries (the “Company Subsidiaries”) is duly organized, validly existing and in good standing under the Laws laws of the jurisdiction in which it is organized (in the case of good standing, to the extent the concept is recognized by such jurisdiction recognizes such conceptjurisdiction), except, except in the case of the Company Subsidiaries, Subsidiaries where the any such failure to would not reasonably be so organized, existing or in good standingexpected to, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and the Company Subsidiaries (a) has all requisite corporate or similar full power and authority and possesses all Permits necessary to enable it to own, lease, operate lease or otherwise hold its properties and assets and to conduct its businesses business as presently conducted and (the “Company Permits”), except where the failure to have such power or authority or to possess the Company Permits, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and the Company Subsidiaries b) is duly qualified or licensed to do business in each jurisdiction where the nature of its business or the ownership, operation its ownership or leasing of its properties and assets makes such qualification or licensing necessary, other than in such jurisdictions where the failure to have such power and authority or to be so qualified or licensedlicensed would not reasonably be expected to, individually or in the aggregate, have a Company Material Adverse Effect. True and complete copies of the certificate of incorporation of the Company, as amended to the date of this Agreement (as so amended, the “Company Certificate of Incorporation”), and the By-laws of the Company, as amended to the date of this Agreement (as so amended, the “Company By-laws”), are included in the Filed Company SEC Documents. The Company has made available to Parent complete and correct copies of the certificate of incorporation and by-laws, or equivalent organizational documents, each as amended to date, of each Company Subsidiary. The Certificate of Incorporation and the Company By-laws and the equivalent organizational documents of each Company Subsidiary are in full force and effect. None of the Company's subsidiaries is in violation of any provision of its respective certificate of incorporation or by-laws (or equivalent organizational documents) except as would not had have, and would not reasonably be expected to have have, individually or in the aggregate, a Company Material Adverse Effect. The Company has made available to Parent, prior to execution of this Agreement, true and complete copies of the Amended and Restated Articles of Incorporation of the Company in effect as of the date of this Agreement, together with all amendments thereto in effect as of the date of this Agreement (the “Company Articles”), and the Amended and Restated Regulations of the Company in effect as of the date of this Agreement, together with all amendments thereto in effect as of the date of this Agreement (the “Company Regulations”). Each of the Company Articles and the Company Regulations were duly adopted and is in full force and effect as of the date of this Agreement. Neither the Company nor any Company Subsidiary is not in violation in any material respect of any provision of such documentsthe Company Certificate of Incorporation or the Company By-laws.

Organization, Standing and Power. Each of Parent and Sub is a corporation duly organized, validly existing and in good standing under the Company and each laws of the Company’s Subsidiaries State of Delaware and has the requisite corporate power and authority to carry on its business as now being conducted. Each Subsidiary (the “Company Subsidiaries”as hereinafter defined) of Parent is duly organized, validly existing and in good standing under the Laws laws of the jurisdiction in which it is organized and has the requisite corporate (in the case of good standinga Subsidiary that is a corporation) or other power and authority to carry on its business as now being conducted, to the extent such jurisdiction recognizes such concept), except, in the case of the Company Subsidiaries, except where the failure to be so organized, existing or in good standingstanding or to have such power or authority would not, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse EffectEffect (as hereinafter defined) on Parent. Each Parent and each of its Subsidiaries are duly qualified to do business, and are in good standing, in each jurisdiction where the Company and character of their properties owned or held under lease or the Company Subsidiaries has all requisite corporate nature of their activities makes such qualification or similar power and authority and possesses all Permits necessary to enable it to own, lease, operate or otherwise hold its properties and assets and to conduct its businesses as presently conducted (the “Company Permits”)good standing necessary, except where the failure to have such power or authority or to possess the Company Permitsbe so qualified and in good standing would not, individually or in the aggregate, has not had and have a Material Adverse Effect on Parent. For purposes of this Agreement (a) “Material Adverse Change” or “Material Adverse Effect” means, when used with respect to Parent or the Company, as the case may be, any event, effect, change or development that, individually or when taken together with all other events, effects, changes or developments, is, or would not reasonably be expected to have be, materially adverse to the business, assets, liabilities, financial condition or results of operations of Parent and its Subsidiaries, taken as a Company Material Adverse Effect. Each of whole, or the Company and its Subsidiaries, taken as a whole, as the Company Subsidiaries case may be; provided, however, that to the extent any event, effect, change or development constitutes, is duly qualified caused by or licensed to do business results from any of the following, it shall not be taken into account in each jurisdiction where the nature of its business determining whether there has been (or the ownership, operation or leasing of its properties and assets makes such qualification necessary, other than in such jurisdictions where the failure to be so qualified or licensed, individually or in the aggregate, has not had and would not reasonably be expected to have be) a Company “Material Adverse Change” and “Material Adverse Effect. The ”: (i) the fact that Parent (as opposed to any other Person) is a party to this Agreement with respect to a Material Adverse Effect on the Company has made available or the fact that the Company (as opposed to any other Person) is a party to this Agreement with respect to a Material Adverse Effect on Parent; (ii) compliance by Parent or the Company, as the case may be, with their respective covenants contained in this Agreement; (iii) factors affecting the industry in which the Company or Parent, prior as the case may be, operates generally or affecting the economy or financial markets as a whole (which factors in each case do not disproportionately affect Parent or the Company, as the case may be, as compared to execution of this Agreementother comparable companies in their industry in any material respect); (iv) changes in any applicable law, true and complete copies ordinance, administrative or governmental rule or regulation after the Original Agreement Date; (v) with respect to a Material Adverse Effect or Material Adverse Change on the Company, any of the Amended and Restated Articles of Incorporation matters listed in Section 2.1 of the Company Letter; and (vi) any failure by Parent or the Company, as the case may be, to meet analysts revenue or earnings projections, in effect as and of itself, or the trading price of the date Company Common Stock or Parent Common Stock, as the case may be, in and of this Agreementitself (it being understood that any event, together with all amendments thereto effect, change or development which affects or otherwise relates to the failure to meet analysts revenue or earnings projections or the trading price, other than an event, effect, change or development set forth in effect as of the date of this Agreement clauses (the “Company Articles”i) through (v) above, may be deemed to constitute, or be taken into account in determining whether there has been, or would reasonably be expected to be, a Material Adverse Change or Material Adverse Effect), and (b) “Subsidiary” means any corporation, partnership, limited liability com pany, joint venture, trust, association or other entity of which Parent or the Amended and Restated Regulations Company, as the case may be (either alone or through or together with any other Subsidiary), owns, directly or indirectly, (i) 50% or more of the Company in effect as stock or other equity interests the holders of which are generally entitled to elect at least a majority of the date Board of this AgreementDirectors or other governing body of such corporation, together with all amendments thereto in effect as partnership, limited liability company, joint venture, trust, association or other entity or (ii) if there are no such voting interests, 50% or more of the date of this Agreement (the “Company Regulations”). Each of the Company Articles and the Company Regulations were duly adopted and is equity interests in full force and effect as of the date of this Agreement. Neither the Company nor any Company Subsidiary is in violation in any material respect of any provision of such documentscorporation, partnership, limited liability company, joint venture, trust, association or other entity.

Organization, Standing and Power. Each of the Company is a corporation duly -------------------------------- organized and each of the Company’s Subsidiaries (the “Company Subsidiaries”) is duly organized, validly existing and in good standing under the Laws laws of the jurisdiction in which it is organized (in the case State of good standingDelaware, to the extent such jurisdiction recognizes such concept), except, in the case of the Company Subsidiaries, where the failure to be so organized, existing or in good standing, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and the Company Subsidiaries has all requisite corporate or similar power and authority and possesses all Permits necessary to enable it to own, lease, lease and operate or otherwise hold its properties and assets and to conduct carry on its businesses as presently conducted (the “Company Permits”)now being conducted, except where the failure to have such power or authority or to possess the Company Permits, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and the Company Subsidiaries is duly qualified or licensed and in good standing to do business in each jurisdiction where the nature of its business or the ownership, operation or leasing of its properties and assets makes such qualification necessary, other than in such jurisdictions where the which a failure to be so qualified qualify would have a material adverse effect on the Business Condition (as hereinafter defined) of Company. The Company Disclosure Schedule sets forth each jurisdiction in which the Company is so qualified, licensed or licensedadmitted to do business. As used in this Agreement, individually "Business Condition" with respect to any entity shall mean the business, financial condition, results of operations, assets or Prospects (as defined below) (without giving effect to the consequences of the transactions contemplated by this Agreement) of such entity or entities including Subsidiaries taken as a whole. In this Agreement, a "Subsidiary" of any corporation or other entity means a corporation, partnership, limited liability company or other entity of which such corporation or entity directly or indirectly owns or controls voting securities or other interests which are sufficient to elect a majority of the Board of Directors or other managers of such corporation, partnership, limited liability company or other entity and "Prospects" shall mean events, conditions, facts or developments which are known to Company and which in the aggregate, has not had and would not reasonably be reasonable course of events are expected to have a material effect on future operations of the business as presently conducted by Company. Company Material Adverse Effecthas delivered or made available to Expedia complete and correct copies of the certificate of incorporation, bylaws, and/or other primary charter and organizational documents ("Charter Documents") of Company, in each case, as amended to the date hereof. The minute books and stock records of Company have been provided or made available to Expedia in their entirety and contain correct and complete records of all material proceedings and actions taken at all meetings of, or effected by written consent of, the shareholders of Company and its Board of Directors, and all original issuances and subsequent transfers, repurchases, and cancellations of Company Common Shares. The Company has made available to Parent, prior to execution of this Agreement, true Disclosure Schedule contains a complete and complete copies correct list of the Amended officers and Restated Articles directors of Incorporation of the Company in effect as of the date of this Agreement, together with all amendments thereto in effect as of the date of this Agreement (the “Company Articles”), and the Amended and Restated Regulations of the Company in effect as of the date of this Agreement, together with all amendments thereto in effect as of the date of this Agreement (the “Company Regulations”). Each of the Company Articles and the Company Regulations were duly adopted and is in full force and effect as of the date of this Agreement. Neither the Company nor any Company Subsidiary is in violation in any material respect of any provision of such documentssince its incorporation.

Organization, Standing and Power. Each of the Company and each of the Company’s Subsidiaries other than the System Financing Entities (the “Company Subsidiaries”) and the System Financing Entities is duly organized, validly existing and in good standing under the Laws laws of the jurisdiction in which it is organized (in the case of good standing, to the extent such jurisdiction recognizes such concept), except, in the case of the Company SubsidiariesSubsidiaries and the System Financing Entities, where the failure to be so organized, existing or in good standing, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and the Company Subsidiaries and the System Financing Entities has all requisite corporate or similar power and authority and possesses all Permits necessary to enable it to own, leaseoperate, operate lease or otherwise hold its properties and assets and to conduct its businesses as presently conducted (the “Company Permits”), except where the failure to have such power or authority or to possess the Company Permits, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and the Company Subsidiaries and the System Financing Entities is duly qualified or licensed to do business in each jurisdiction where the nature of its business or the ownership, operation ownership or leasing of its properties and assets makes make such qualification necessary, other than in such jurisdictions where the failure to be so qualified or licensed, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. The Company has delivered or made available to Parent, prior to execution of this Agreement, true and complete copies of the Amended amended and Restated Articles restated certificate of Incorporation incorporation of the Company in effect as of the date of this Agreement, together with all amendments thereto in effect as of the date of this Agreement (the “Company ArticlesCharter”), ) and the Amended amended and Restated Regulations restated bylaws of the Company in effect as of the date of this Agreement, together with all amendments thereto in effect as of the date of this Agreement (the “Company RegulationsBylaws”). Each The Company has delivered or made available to Parent, prior to execution of this Agreement, a true and complete copy of the resolutions of the Company Articles and Board establishing the Company Regulations were duly adopted and is in full force and effect as of the date of this Agreement. Neither the Company nor any Company Subsidiary is in violation in any material respect of any provision of such documentsSpecial Committee.

Organization, Standing and Power. Each of the Company and each of the Company’s Subsidiaries United States Pharmaceutical Group, L.L.C., a Delaware limited liability company (the “Company Subsidiaries”) "USPGI"), is duly organizedformed, validly existing and in good standing under the Laws laws of the jurisdiction in which it is organized (in the case of good standing, to the extent such jurisdiction recognizes such concept), except, in the case of the Company Subsidiaries, where the failure to be so organized, existing or in good standing, individually or in the aggregate, and has not had and would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and the Company Subsidiaries has all requisite corporate or similar full limited liability company power and authority and possesses all Permits governmental franchises, licenses, permits, authorizations and approvals necessary to enable it to own, lease, operate lease or otherwise hold its properties and assets and to conduct its businesses as presently conducted (conducted, other than such franchises, licenses, permits, authorizations and approvals the “Company Permits”), except where the failure to have such power or authority or to possess the Company Permitslack of which, individually or in the aggregate, has not had and would could not reasonably be expected to have a Company Material Adverse Effect. Each The term "Company Material Adverse Effect" shall mean any material adverse effect on the business, financial condition or results of operations of the Company and USPGI, taken as a whole, and shall exclude any such change or effect that arises out of or is related to: (i) changes in (x) general economic, regulatory or political conditions or (y) financial or securities markets in general; (ii) the announcement or public disclosure of this Agreement, the other Transaction Agreements, the Transactions or the identity of Parent; (iii) the Company's and USPGI's industries in general and not specifically related to the Company Subsidiaries is or USPGI; (iv) changes or clarifications in Laws (or in the Company's interpretation of such Laws) related to (x) the businesses presently conducted by the Company and USPGI or (y) health care (including Medicare or Medicaid), in general; or (v) changes in GAAP (as defined in Section 3.06) or regulatory accounting principles for the Company's and USGPI's industries. The Company and USPGI are duly qualified or licensed to do business in each jurisdiction where the nature of its their business or the ownership, operation their ownership or leasing of its properties and assets makes make such qualification necessary, other than in such jurisdictions except where the failure to be so qualified or licensed, individually or in the aggregate, qualify has not had and would or could not reasonably be expected to have a Company Material Adverse Effect. The Company has made available to Parent, prior to execution of this Agreement, Parent true and complete copies of the Amended and Restated Articles of Incorporation Organization of the Company in effect Company, as of the date of this Agreement, together with all amendments thereto in effect as of amended to the date of this Agreement (as so amended, the “"Company Articles”"), the Company Operating Agreement and the Amended and Restated Regulations comparable organizational documents of the Company USPGI, in effect each case as of amended through the date of this Agreement, together with all amendments thereto in effect as of the date of this Agreement (the “Company Regulations”). Each of the Company Articles and the Company Regulations were duly adopted and is in full force and effect as of the date of this Agreement. Neither the Company nor any Company Subsidiary is in violation in any material respect of any provision of such documents.

Organization, Standing and Power. (a) Each of the Company Parent, Merger Sub I and each of the Company’s Subsidiaries (the “Company Subsidiaries”) is Merger Sub II is, a corporation duly organized, validly existing and in good standing standing, and no certificates of dissolutions have been filed under the Laws laws of its jurisdiction of organization. Each of Parent, Merger Sub I and Merger Sub II has the corporate power to own its properties and to carry on its business as now being conducted and as proposed to be conducted and is duly qualified to do business and is in good standing in each jurisdiction in which it is organized (in the case of good standing, to the extent such jurisdiction recognizes such concept), except, in the case of the Company Subsidiaries, where the failure to be so organized, existing or in good standing, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and the Company Subsidiaries has all requisite corporate or similar power and authority and possesses all Permits necessary to enable it to own, lease, operate or otherwise hold its properties and assets and to conduct its businesses as presently conducted (the “Company Permits”), except where the failure to have such power or authority or to possess the Company Permits, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and the Company Subsidiaries is duly qualified or licensed to do business in each jurisdiction where the nature of its business or the ownership, operation or leasing of its properties and assets makes such qualification necessary, other than in such jurisdictions where the failure to be so qualified or licensed, individually or and in the aggregate, has not had and good standing would not reasonably be expected to have a Company Material Adverse EffectEffect on Parent, Merger Sub I or Merger Sub II, as the case may be. The Company Merger Sub I was formed for the sole purpose of effecting the Redomestication Merger and the Business Combination. Accordingly prior to the Effective Time, Merger Sub I had no material business, operations, property or assets. Merger Sub II was formed for the sole purpose of effecting the Business Combination. Accordingly, prior to the Business Combination Effective Time, Merger Sub II will have had no business, operations, property or assets. Each of Parent, Merger Sub I, and Merger Sub II has made available to Parentthe Company, prior to execution of this Agreement, a true and complete copies correct copy of the Amended and Restated Articles Certificate of Incorporation and the By-Laws, or other organizational documents thereof, as applicable, each as amended to date. As of the Company in effect date hereof and as of the date Effective Time, none of this AgreementParent, together with all amendments thereto in effect as of the date of this Agreement (the “Company Articles”), and the Amended and Restated Regulations of the Company in effect as of the date of this Agreement, together with all amendments thereto in effect as of the date of this Agreement (the “Company Regulations”). Each of the Company Articles and the Company Regulations were duly adopted and is in full force and effect as of the date of this Agreement. Neither the Company nor any Company Subsidiary Merger Sub I or Merger Sub II is in violation in any material respect of any provision of such the provisions of its Certificate of Incorporation or bylaws, or organizational documents, as applicable. Except for Merger Sub I and Merger Sub II, Parent 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.

Organization, Standing and Power. Each of the Company and each of the Company’s Subsidiaries its subsidiaries (the “"Company Subsidiaries”") is duly organized, validly existing and in good standing (with respect to jurisdictions which recognize the concept of good standing) under the Laws laws of the jurisdiction in which it is organized (in the case of good standing, to the extent such jurisdiction recognizes such concept), except, in the case of the Company Subsidiaries, where the failure to be so organized, existing or in good standing, individually or in the aggregate, and has not had and would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and the Company Subsidiaries has all requisite full corporate or similar power and authority and possesses all Permits governmental franchises, licenses, permits, authorizations and approvals necessary to enable it to own, lease, operate lease or otherwise hold its properties and assets and to conduct its businesses as presently conducted (as of the “Company Permits”)date of this Agreement, except where other than such franchises, licenses, permits, authorizations and approvals the failure to have such power or authority or to possess the Company Permitslack of which, individually or in the aggregate, has not had and would could not reasonably be expected to have a Material Adverse Effect on the Company (a "Company Material Adverse Effect"). Each of the The Company and the each Company Subsidiaries Subsidiary is duly qualified or licensed to do business in each jurisdiction where the nature of its business or the ownership, operation their ownership or leasing of its properties and assets makes make such qualification necessary, other than in such jurisdictions where qualifications the failure to be so qualified or licensedlack of which, individually or in the aggregate, has not had and would could not reasonably be expected to have a Material Adverse Effect on the Company (a "Company Material Adverse Effect"). The Company and each Company Subsidiary is duly qualified to do business in each jurisdiction where the nature of its business or their ownership or leasing of its properties make such qualification necessary, other than such qualifications the lack of which, individually or in the aggregate, has not had and could not reasonably be expected to have a Company Material Adverse Effect. The Company has made available to Parent, prior to execution of this Agreement, Parent true and complete copies of the Amended and Restated Articles articles of Incorporation incorporation of the Company in effect Company, as of the date of this Agreement, together with all amendments thereto in effect as of amended to the date of this Agreement (as so amended, the “"Company Articles”Charter"), and the Amended and Restated Regulations By-laws of the Company in effect Company, as of the date of this Agreement, together with all amendments thereto in effect as of amended to the date of this Agreement (as so amended, the “"Company Regulations”By-laws"). Each of the Company Articles , and the comparable charter or organizational documents of each Company Regulations were duly adopted and is Subsidiary, in full force and effect each case as of amended through the date of this Agreement. Neither the Company nor any Company Subsidiary is in violation in any material respect of any provision of such documents.

Organization, Standing and Power. Each of the Company and each of the Company’s its Subsidiaries (the “Company Subsidiaries”i) is a corporation duly organizedincorporated, validly existing and in good standing under the Laws laws of the jurisdiction in which it is organized incorporated and (in the case of good standingii) has all requisite corporate power and authority to own, lease and operate its properties and to the extent such jurisdiction recognizes such concept), except, in the case of the Company Subsidiaries, where the failure to be so organized, existing or in good standing, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effectcarry on its business as now being conducted. Each of the Company and the Company Subsidiaries has all requisite corporate or similar power and authority and possesses all Permits necessary to enable it to own, lease, operate or otherwise hold each of its properties and assets and to conduct its businesses as presently conducted (the “Company Permits”), except where the failure to have such power or authority or to possess the Company Permits, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and the Company Subsidiaries is duly qualified or licensed to do business and is in good standing in each jurisdiction where in which such qualification is necessary because of the property owned, leased or operated by it or because of the nature of its business or the ownership, operation or leasing of its properties and assets makes such qualification necessaryas now being conducted, other than in such jurisdictions where the failure to be so qualified or licensedin good standing would not, individually or in the aggregate, has not had and would not reasonably be expected to have a material adverse effect on the business, assets, condition (financial or otherwise), liabilities or operations of the Company and its Subsidiaries taken as a whole or on the Company's ability to consummate the Merger or perform its obligations under this Agreement (a "Company Material Adverse Effect"). Each such jurisdiction in which the Company or any of its Subsidiaries is so qualified is listed in Section 2.1(a) of the disclosure schedule being delivered by the Company simultaneously with the execution of this Agreement (the "Company Disclosure Schedule"). The Company has made available delivered to Parent, prior to execution of this Agreement, true Heafxxx xxxplete and complete correct copies of its articles of incorporation and by-laws and the Amended certificate of incorporation and Restated Articles by-laws of Incorporation each of the Company its Subsidiaries, in effect each case as of amended to the date of this Agreement, together with all amendments thereto in effect and has made available to Heafxxx xxx and each of its Subsidiaries' minute books and stock records. Section 2.1(a) of the Company Disclosure Schedule contains a true and correct list of the directors and officers of the Company and each of its Subsidiaries as of the date of this Agreement (and at all times since the “Company Articles”), last action of the board of directors and the Amended and Restated Regulations stockholders of the Company in effect and of each of its Subsidiaries, as of the date of this Agreement, together with all amendments thereto in effect as of the date of this Agreement (the “Company Regulations”). Each of the Company Articles and the Company Regulations were duly adopted and is in full force and effect as of the date of this Agreement. Neither the Company nor any Company Subsidiary is in violation in any material respect of any provision of such documentscase may be.

Organization, Standing and Power. Each of the Company and each of its subsidiaries listed in the Company’s Subsidiaries Company Disclosure Letter (as defined below) (the “"Company Subsidiaries”") is duly organized, validly existing and in good standing under the Laws laws of the jurisdiction in which it is organized (in the case of good standingand has all requisite corporate power and authority and possesses all governmental franchises, to the extent such jurisdiction recognizes such concept)licenses, exceptpermits, authorizations and approvals, and has made all filings, registrations and declarations, in each case whether domestic or foreign, necessary to enable it to own, lease or otherwise hold its properties and assets and to conduct its businesses as presently conducted, in each case other than such franchises, licenses, permits, authorizations, approvals, filings, registrations and declarations the case lack of the Company Subsidiaries, where the failure to be so organized, existing or in good standingwhich, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. Each of material adverse effect on the Company and the Company Subsidiaries has all requisite corporate or similar power and authority and possesses all Permits necessary to enable it to ownSubsidiaries, leasetaken as a whole, operate or otherwise hold its properties and assets and to conduct its businesses as presently conducted (a material adverse effect on the “Company Permits”), except where the failure to have such power or authority or to possess ability of the Company Permitsto perform its obligations under this Agreement or a material adverse effect on the ability of the Company to consummate the Offer, individually or in the aggregate, has not had Merger and would not reasonably be expected to have the other Transactions (a "Company Material Adverse Effect"). Each of the The Company and the each Company Subsidiaries Subsidiary is duly qualified or licensed to do business in each jurisdiction where the nature of its business or the ownership, operation their ownership or leasing of its properties and assets makes make such qualification necessary, other than in such jurisdictions necessary except where the failure to be so qualified or licensed, individually or in the aggregate, qualify has not had and would not reasonably be expected to have a Company Material Adverse Effect. The Company has made available to Parent, prior to execution of this Agreement, Parent true and complete copies of the Amended and Restated Articles certificate of Incorporation incorporation of the Company in effect Company, as of the date of this Agreement, together with all amendments thereto in effect as of amended to the date of this Agreement (as so amended, the “"Company Articles”Charter"), and the Amended and Restated Regulations by-laws of the Company in effect Company, as of the date of this Agreement, together with all amendments thereto in effect as of amended to the date of this Agreement (as so amended, the “"Company Regulations”By-laws"). Each of the Company Articles , and the comparable charter and organizational documents of each Company Regulations were duly adopted and is Subsidiary, in full force and effect each case as of amended through the date of this Agreement. Neither the Company nor any Company Subsidiary is in violation in any material respect of any provision of such documents.

Organization, Standing and Power. Each of the Company Sun and each of the Company’s Subsidiaries (the “Company Subsidiaries”) Sun Subsidiary is duly organized, validly existing and in good standing under the Laws laws of the jurisdiction in which it is organized (in the case of good standing, to the extent such jurisdiction recognizes such concept), except, in the case of the Company Sun Subsidiaries, where the failure to be so organized, existing or in good standing, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Sun Material Adverse Effect. Each of the Company Sun and the Company Sun Subsidiaries has all requisite corporate or similar power and authority and possesses all Permits necessary to enable it to own, lease, operate lease or otherwise hold its properties and assets and to conduct its businesses as presently conducted (the “Company Sun Permits”), except where the failure to have such power or authority or to possess the Company Sun Permits, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Sun Material Adverse Effect. Each of the Company Sun and the Company Sun Subsidiaries is duly qualified or licensed to do business in each jurisdiction where the nature of its business or the ownership, operation ownership or leasing of its properties and assets makes make such qualification necessary, other than in such jurisdictions where the failure to be so qualified or licensed, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Sun Material Adverse Effect. The Company Sxx has delivered or made available to ParentIronman, prior to execution of this Agreement, a true and complete copies copy of the Amended articles of association of Sun (the “Current Sun Articles”) and Restated Articles the memorandum of Incorporation association of the Company Sun, in each case in effect as of the date of this Agreement, together with all amendments thereto in effect as of the date of this Agreement (the “Company Articles”), and the Amended and Restated Regulations of the Company in effect as of the date of this Agreement, together with all amendments thereto in effect as of the date of this Agreement (the “Company Regulations”). Each of the Company Such Current Sun Articles and the Company Regulations were duly adopted and is memorandum of association of Sun are in full force and effect as and Sun is not, and has not been, in violation of any of the date provisions of this Agreementits Current Sun Articles. Neither Sun is not a “breaching company” as such term is defined under the Company nor any Company Israeli Companies Law, and no Sun Subsidiary which is in violation in any material respect incorporated under the Laws of any provision Israel, is a “breaching company” as such term is defined under the Israeli Companies Law to the extent that such status of such documentsa Sun Subsidiary would not reasonably be expected to have a Sun Material Adverse Effect.

Organization, Standing and Power. Each of the Company (a) Parent and each of the Company’s Subsidiaries its subsidiaries (the “Company "Parent Subsidiaries”") is duly organized, validly existing and in good standing under the Laws of the jurisdiction in which it is organized (in the case of good standing, to the extent such jurisdiction recognizes such concept), except, in the case of the Company Subsidiaries, where the failure to be so organized, existing or in good standing, individually or in the aggregate, and has not had and would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and the Company Subsidiaries has all requisite full corporate or similar power and authority and possesses all Permits governmental franchises, licenses, permits, authorizations and approvals, and has made all filings, registrations and declarations, in each case whether domestic or foreign, necessary to enable it to own, lease, operate lease or otherwise hold its properties and assets and to conduct its businesses as presently conducted (in each case other than such franchises, licenses, permits, authorizations, approvals, filings, registrations and declarations the “Company Permits”), except where the failure to have such power or authority or to possess the Company Permitslack of which, individually or and in the aggregate, has not had and would not reasonably be expected likely to have a Company material adverse effect on (i) the business, assets, liabilities, capitalization, operations, financial condition, or results of operation of Parent and the Parent Subsidiaries, taken as a whole including a termination of the Parent's relationship with a material customer or a substantial diminution in such relationship, (ii) the ability of the Parent or the Parent Subsidiaries to consummate the Merger and the transactions contemplated thereby or perform its obligations under this Agreement (collectively, a "Parent Material Adverse Effect. Each "); provided, however, that, in no event shall any of the Company and the Company Subsidiaries is duly qualified or licensed to do business in each jurisdiction where the nature of its business or the ownershipfollowing, operation or leasing of its properties and assets makes such qualification necessary, other than in such jurisdictions where the failure to be so qualified or licensed, individually alone or in the aggregatecombination, has not had and would not reasonably be expected deemed to have constitute, nor taken into account in determining whether a Company Parent Material Adverse Effect. The Company Effect has made available to Parentoccurred: (i) general economic or financial market conditions or conditions generally affecting the industry in which the Parent is engaged, prior to execution (ii) the announcement or pendency of the Merger or any other transactions expressly contemplated hereby, (iii) compliance with the terms and conditions of this Agreement, true and complete copies (iv) a change in the stock price or trading volume of the Amended Parent (or any failure of the Parent to meet published revenue or earnings projections), provided that clause (iv) shall not exclude any underlying effect which is attributable to any of the foregoing and Restated Articles may have caused a failure of Incorporation the Parent to meet published revenue or earnings projections, (v) any election of stockholders of the Company to seek appraisal of their shares in effect as accordance with the DGCL, (vi) any change in accounting requirements or principles or any change in applicable Laws, rules, or regulations or the interpretation thereof, or (vii) any litigation or other similar proceeding arising out of the date of this Agreement, together or in connection with all amendments thereto in effect as of the date of this Agreement (or the “Company Articles”), and the Amended and Restated Regulations of the Company in effect as of the date of this Agreement, together with all amendments thereto in effect as of the date of this Agreement (the “Company Regulations”). Each of the Company Articles and the Company Regulations were duly adopted and is in full force and effect as of the date of this Agreement. Neither the Company nor any Company Subsidiary is in violation in any material respect of any provision of such documentstransactions contemplated hereby.

Organization, Standing and Power. Each of the Company and each of the Company’s its Subsidiaries (the “Company Subsidiaries”as defined in Section 8.3) is a corporation or other legal entity duly organized, validly existing and in good standing (with respect to jurisdictions that recognize such concept) under the Laws laws of the jurisdiction in which it is organized (in and has the requisite corporate or other power, as the case of good standingmay be, and authority to the extent such jurisdiction recognizes such concept)enable it to own, exceptlease or otherwise hold its properties and assets and to conduct its businesses as currently conducted, in the case of the Company Subsidiaries, except where the failure to be so organized, existing or in good standing, individually or in the aggregate, has not had and would not be reasonably be expected to have a Company Material Adverse EffectEffect (as defined in Section 8.3). Each of the Company and the Company Subsidiaries has all requisite corporate or similar power and authority and possesses all Permits necessary to enable it to own, lease, operate or otherwise hold its properties and assets and to conduct its businesses as presently conducted (the “Company Permits”), except where the failure to have such power or authority or to possess the Company Permits, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and the Company Subsidiaries is duly qualified or licensed to do business in each jurisdiction where the nature of its business or the ownership, operation ownership or leasing of its properties and assets makes make such qualification or licensing necessary, other than in such jurisdictions except where the failure to be so qualified or licensed, licensed individually or and in the aggregate, aggregate has not had and would not reasonably be expected to have a Company Material Adverse Effect. The Company has made available delivered to Parent, Parent prior to the execution of this Agreement, Agreement true and complete copies of the Amended and Restated Articles Certificate of Incorporation of the Company in effect Company, as of the date of this Agreement, together with all amendments thereto in effect as of amended to the date of this Agreement (as so amended, the “Company Articles”Charter), and the Amended and Restated Regulations by-laws of the Company in effect Company, as of the date of this Agreement, together with all amendments thereto in effect as of amended to the date of this Agreement (the “Company Regulations”). Each of as so amended, the Company Articles By-laws), and the Company Regulations were duly adopted comparable charter and is organizational documents of each Significant Subsidiary (as defined in full force and effect Section 8.3), in each case as of amended to the date of this Agreement. Neither the Company nor any Company Significant Subsidiary is in default or violation in any material respect of any term or provision of any such documentsdocument.

Organization, Standing and Power. Each of the Company Sun and each of the Company’s Subsidiaries (the “Company Subsidiaries”) Sun Subsidiary is duly organized, validly existing and in good standing under the Laws laws of the jurisdiction in which it is organized (in the case of good standing, to the extent such jurisdiction recognizes such concept), except, in the case of the Company Sun Subsidiaries, where the failure to be so organized, existing or in good standing, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Sun Material Adverse Effect. Each of the Company Sun and the Company Sun Subsidiaries has all requisite corporate or similar power and authority and possesses all Permits necessary to enable it to own, lease, operate lease or otherwise hold its properties and assets and to conduct its businesses as presently conducted (the “Company Sun Permits”), except where the failure to have such power or authority or to possess the Company Sun Permits, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Sun Material Adverse Effect. Each of the Company Sun and the Company Sun Subsidiaries is duly qualified or licensed to do business in each jurisdiction where the nature of its business or the ownership, operation ownership or leasing of its properties and assets makes make such qualification necessary, other than in such jurisdictions where the failure to be so qualified or licensed, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Sun Material Adverse Effect. The Company Xxx has delivered or made available to ParentIronman, prior to execution of this Agreement, a true and complete copies copy of the Amended articles of association of Sun (the “Current Sun Articles”) and Restated Articles the memorandum of Incorporation association of the Company Sun, in each case in effect as of the date of this Agreement, together with all amendments thereto in effect as of the date of this Agreement (the “Company Articles”), and the Amended and Restated Regulations of the Company in effect as of the date of this Agreement, together with all amendments thereto in effect as of the date of this Agreement (the “Company Regulations”). Each of the Company Such Current Sun Articles and the Company Regulations were duly adopted and is memorandum of association of Sun are in full force and effect as and Sun is not, and has not been, in violation of any of the date provisions of this Agreementits Current Sun Articles. Neither Sun is not a “breaching company” as such term is defined under the Company nor any Company Israeli Companies Law, and no Sun Subsidiary which is in violation in any material respect incorporated under the Laws of any provision Israel, is a “breaching company” as such term is defined under the Israeli Companies Law to the extent that such status of such documentsa Sun Subsidiary would not reasonably be expected to have a Sun Material Adverse Effect.

Organization, Standing and Power. Each of the Company and each of the Company’s Subsidiaries (the “Company Subsidiaries”) is duly organized, validly existing and in good standing under the Laws laws of the jurisdiction in which it is organized (in the case of good standing, to the extent such jurisdiction recognizes such concept), except, in the case of the Company Subsidiaries, where the failure to be so organized, existing or in good standing, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and the Company Subsidiaries has all requisite corporate or similar power and authority and possesses all Permits necessary to enable it to own, lease, operate lease or otherwise hold its properties and assets and to conduct its businesses as presently conducted (the “Company Permits”), except where the failure to have such power or authority or to possess the Company Permits, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effectconducted. Each of the Company and the Company Subsidiaries is duly qualified or licensed to do business in each jurisdiction where the nature of its business or the ownership, operation ownership or leasing of its properties and assets makes make such qualification necessary, other than in such jurisdictions where the failure to be so qualified or licensed, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. The Company has delivered or made available to ParentAcquiror, prior to execution of this Agreement, true and complete copies of the Amended and Restated Articles certificate of Incorporation incorporation of the Company in effect as of the date of this Agreement, together with all amendments thereto in effect as of the date of this Agreement (the “Company ArticlesCertificate”), ) and the Amended and Restated Regulations bylaws of the Company in effect as of the date of this Agreement, together with all amendments thereto in effect as of the date of this Agreement (the “Company RegulationsBylaws”). Each , and the certificate of incorporation and bylaws (or similar organizational documents) of each of the Company Articles and the Company Regulations were duly adopted and is Subsidiaries, in full force and effect each case as of amended to the date of this Agreement. Neither The Company has made available to Acquiror complete and correct copies of the minutes (or, in the case of draft minutes, the most recent drafts thereof) of all meetings of the stockholders, the Company nor Board and each committee of the Company Board and the Board of Directors of each of the Subsidiaries held since December 1, 2007, and all such meetings held prior to such date and on or after January 1, 2005 at which any Company Subsidiary is Board action was taken, other than portions of any minutes (or drafts thereof) related to the transactions contemplated by this Agreement. The Company has made available to Acquiror complete and correct copies of all resolutions of the Company Board and each committee thereof in violation in any material respect of any provision of such documentsthis Agreement and the transactions contemplated hereby.

Organization, Standing and Power. Encad is a corporation duly organized, validly existing and in good standing under the Laws of the State of Delaware. Each of the Company and each of the Company’s Encad's Subsidiaries (the “Company Subsidiaries”) is a corporation duly organized, validly existing and in good standing under the Laws of the jurisdiction in which it is organized (in the case of good standingits organization. Each of Encad and its Subsidiaries has all requisite power and authority to own, lease and operate its properties and to the extent such jurisdiction recognizes such concept)carry on its business as now being conducted and, except, in the case of the Company Subsidiaries, where the failure except as could not reasonably be expected to be so organized, existing or in good standinghave, individually or in the aggregate, has not had and would not reasonably be expected to have a Company an Encad Material Adverse Effect. Each of the Company and the Company Subsidiaries has all requisite corporate or similar power and authority and possesses all Permits necessary to enable it to own, lease, operate or otherwise hold its properties and assets and to conduct its businesses as presently conducted (the “Company Permits”), except where the failure to have such power or authority or to possess the Company Permits, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and the Company Subsidiaries is duly qualified or licensed and in good standing to do business in each other jurisdiction where in which the nature of its business or the ownership, operation ownership or leasing of its properties and assets makes such qualification necessary, other than in such jurisdictions where the failure to be so qualified or licensed, individually or in the aggregate, . Encad has not had and would not reasonably be expected to have a Company Material Adverse Effect. The Company has heretofore made available to ParentKodak true, prior to execution of this Agreement, true correct and complete copies of the Amended certificate of incorporation and Restated Articles bylaws, as currently in effect, of Incorporation Encad and each of its Subsidiaries, and has made available to Kodak true, correct and complete minute books and stock records of Encad and each of its Subsidiaries. Set forth in section 4.1 of the Company Encad Disclosure Letter is a complete list of: (a) each Subsidiary of Encad, its jurisdiction of organization and Encad's ownership percentage thereof; (b) the jurisdictions in effect as which the nature of the date business of this AgreementEncad or any of its Subsidiaries, together with all amendments thereto or the ownership or leasing of their respective properties, makes qualification as a foreign corporation necessary; and (c) the Persons (other than Subsidiaries) in effect as which Encad or any of the date of this Agreement (the “Company Articles”)its Subsidiaries has an equity interest, and the Amended and Restated Regulations ownership percentage thereof in each such Person. Except as set forth in section 4.1 of the Company in effect as Encad Disclosure Letter, all of the date outstanding capital stock of, or other ownership interests in, each Subsidiary of this AgreementEncad is owned directly or indirectly by Encad, together with free and clear of all amendments thereto in effect as of the date of this Agreement (the “Company Regulations”). Each of the Company Articles asserted and, to Encad's knowledge, threatened title defects, Claims and the Company Regulations were duly adopted and is in full force and effect as of the date of this Agreement. Neither the Company nor any Company Subsidiary is in violation in any material respect of any provision of such documentsEncumbrances.

Organization, Standing and Power. Each of the The Company and each of the Company’s Subsidiaries (the “Company Subsidiaries”) is a corporation duly organized, validly existing and in good standing under the Laws laws of the jurisdiction in which it State of Maryland, and each of its Subsidiaries (as defined below) is organized (in the case of good standinga corporation, to the extent such jurisdiction recognizes such concept), except, in the case of the Company Subsidiaries, where the failure to be so limited liability company or partnership duly organized, validly existing or and in good standingstanding under the laws of its state of incorporation or organization, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. Each each of the Company and the Company each of its Subsidiaries has all requisite corporate or similar power and authority and possesses all Permits necessary to enable it to own, lease, lease and operate or otherwise hold its properties and assets to carry on its business as now being conducted, and to conduct its businesses as presently conducted (the “Company Permits”), except where the failure to have such power or authority or to possess the Company Permits, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and the Company Subsidiaries is duly qualified or licensed and in good standing to do business in each jurisdiction where in which the nature of its business it is conducting, or the ownershipoperation, operation ownership or leasing of its properties and assets properties, makes such qualification necessary, other than in such jurisdictions where the failure so to be so qualified or licensed, individually or in the aggregate, has not had and qualify would not reasonably be expected to have a Company Material Adverse EffectEffect (as defined below) on the Company. The Company has made available heretofore delivered to ParentParent complete and correct copies of the Company Bylaws and the charter, prior bylaws or other organizational documents of each of the Company's Subsidiaries. All Subsidiaries of the Company and their respective jurisdictions of incorporation or organization are identified on Schedule 3.1(a) of the Company Disclosure Schedule. Each owner and the respective amount of such owner's equity interest in each such Subsidiary is set forth on Schedule 3.1(a) of the Company Disclosure Schedule. Schedule 3.1(a) of the Company Disclosure Schedule sets forth a list of each jurisdiction in which the Company or a Company Subsidiary is qualified or licensed to execution do business and each assumed name under which any of them conducts business in any jurisdiction. As used in this Agreement, true and complete copies "Material Adverse Change" or "Material Adverse Effect" means, when used in connection with the Company, any change, event or effect, whether or not foreseeable or known as of the Amended and Restated Articles of Incorporation of the Company in effect as of Prior Execution Date or the date of this Agreement, together that, individually or in the aggregate with all amendments thereto any such other changes, events or effects, is, or could reasonably be expected to be (whether or not such change, event or effect has, at the time in effect as of question, manifested itself in the date of this Agreement (the “Company Articles”Company's historical financial statements), materially adverse to the historical or near-term or long-term projected (a) business, (b) assets, (c) liabilities, (d) financial condition or (e) results of operations (including, but not limited to, Net Operating Income (as defined below) and the Amended and Restated Regulations Net Cash Flow (as defined below)), in each case, of the Company in effect and its Subsidiaries taken as of the date a whole. For purposes of this Agreement, together Material Adverse Change and Material Adverse Effect shall be determined in light of Parent's initial capital structure for the Surviving Entity, which capital structure is set forth in the letter of even date herewith from Parent to the Company. As used in this Agreement, "Net Operating Income" means rental and other property income minus property management and operating expenses and general and administrative expenses, and "Net Cash Flow" means Net Operating Income minus debt service payments of principal and interest, capital expenditures and other non-operating expenses. As used in this Agreement, the word "Subsidiary" means, with all amendments thereto in effect as 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; (ii) at least a majority of the date of this Agreement (the “Company Regulations”). Each securities or other interests having by their terms ordinary voting power to elect a majority of the Company Articles 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 the Company Regulations were duly adopted and is in full force and effect as of the date of this Agreement. Neither the Company nor any Company Subsidiary is in violation in any material respect of any provision of such documents.one or

Organization, Standing and Power. Acquiror and Merger Sub have no subsidiaries or affiliated companies and are not each a party to any material joint venture or partnership (collectively, the "ACQUIROR SUBSIDIARIES") other than as listed in SECTION 3.1 of the Acquiror Disclosure Schedule. Each of the Company Acquiror and each of the Company’s Subsidiaries (the “Company Acquiror Subsidiaries”) , including Merger Sub, is a corporation duly organized, validly existing and in good standing under the Laws of its jurisdiction of incorporation and has full corporate power and authority to conduct its business as presently conducted. Acquiror and Merger Sub have full corporate power and authority to enter into this Agreement and to carry out the jurisdiction in which it is organized (in the case of good standing, to the extent such jurisdiction recognizes such concept), except, in the case transactions contemplated by this Agreement. Acquiror and each of the Company Subsidiaries, where the failure to be so organized, existing or in good standing, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and the Company Acquiror Subsidiaries has all requisite corporate or similar power and authority and possesses all Permits necessary Governmental Authorizations of any Governmental Entity required to enable it to own, lease, operate or otherwise hold carry on its properties and assets and to conduct its businesses business as presently conducted (the “Company Permits”)now conducted, except where the failure to have such power or authority or to possess the Company Permits, individually or in the aggregate, has not had and Governmental Authorizations would not reasonably be expected to have a Company Material Adverse EffectEffect on Acquiror. Each of the Company Acquiror and the Company Acquiror Subsidiaries is duly qualified or licensed and in good standing to do business as a foreign corporation in each jurisdiction where the character of the property owned or leased by it or the nature of its business or the ownership, operation or leasing of its properties and assets activities makes such qualification necessary, other than in such jurisdictions qualifications necessary except where the failure to be so qualified or licensed, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse EffectEffect on Acquiror. The Company Each of Acquiror and Acquiror Subsidiaries has made available furnished to Parent, prior to execution of this Agreement, Target true and complete copies of the Amended its certificate of incorporation and Restated Articles of Incorporation of the Company bylaws, each as amended to date and currently in effect as of effect, and said copies are true, correct and complete, and contain all amendments through the date of this Agreement, together with all amendments thereto in effect as of the date of this Agreement (the “Company Articles”), and the Amended and Restated Regulations of the Company in effect as of the date of this Agreement, together with all amendments thereto in effect as of the date of this Agreement (the “Company Regulations”)hereof. Each of the Company Articles Acquiror and the Company Regulations were duly adopted and Acquiror Subsidiaries is not in full force and effect as violation of any of the date provisions of this Agreementits certificate of incorporation or bylaws. Acquiror is the sole owner of all outstanding shares of capital stock of each of the Acquiror Subsidiaries and all such shares are duly authorized, validly issued, fully paid and non-assessable. There are no outstanding subscriptions, options, warrants, puts, calls, rights, exchangeable or convertible securities or other commitments or agreements of any character relating to the issued or unissued capital stock or other securities of the Acquiror Subsidiaries, or otherwise obligating Acquiror or any of the Acquiror Subsidiaries to issue, transfer, sell, purchase, redeem or otherwise acquire any such securities. Neither the Company Acquiror nor any Company Subsidiary is in violation in of the Acquiror Subsidiaries owns, directly or indirectly, any material respect of equity or similar interest in, or any provision of such documentsinterest convertible into or exchangeable or exercisable for, any equity or similar interest in, any corporation, partnership, joint venture or other business association or entity.

Organization, Standing and Power. Each of the Company and each of the Company’s Subsidiaries (the “Company Subsidiaries”) is duly organized, validly existing and in good standing under the Laws laws of the jurisdiction in which it is organized (in the case of good standing, to the extent such jurisdiction recognizes such concept), except, in the case of the Company SubsidiariesSubsidiaries that are not Significant Subsidiaries (as such term is defined in Rule 12b-2 under the Exchange Act), where the failure to be so organized, existing exist or be in good standing, individually or in the aggregate, has not had and would not reasonably be expected to have have, individually or in the aggregate, a Company Material Adverse Effect. Each of the Company and the Company Subsidiaries has all requisite corporate or similar power and authority and possesses all Permits necessary to enable it to own, lease, operate lease or otherwise hold its properties and assets and to conduct its businesses as presently conducted (the “Company Permits”), except where the failure to have such power or authority or to possess the Company Permits, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and the Company Subsidiaries is duly qualified or licensed to do business in each jurisdiction where the nature of its business or the ownership, operation ownership or leasing of its properties and assets makes make such qualification necessary, other than in such jurisdictions where the failure to be so qualified or licensed, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. The Company has delivered or made available to Parent, prior to execution of this Agreement, true and complete copies of the Amended amended and Restated Articles restated certificate of Incorporation incorporation of the Company in effect as of the date of this Agreement, together with all amendments thereto in effect as of the date of this Agreement (the “Company ArticlesCharter”), ) and the Amended and Restated Regulations by-laws of the Company in effect as of the date of this Agreement, together with all amendments thereto in effect as of the date of this Agreement (the “Company Regulations”By-laws“). Each of the Company Articles and the Company Regulations were duly adopted and is in full force and effect as of the date of this Agreement. Neither the Company nor any Company Subsidiary is in violation in any material respect of any provision of such documents.

Organization, Standing and Power. Each of the Company and each of the Company’s Subsidiaries its direct and indirect subsidiaries (the “Company Subsidiaries”) is duly organized, validly existing and in good standing under the Laws laws of the jurisdiction in which it is organized (in the case of good standing, to the extent such jurisdiction recognizes such concept), except, in the case of the Company Subsidiaries, where the failure to be so organized, existing or in good standing, individually or in the aggregate, and has not had and would not reasonably be expected to have a Company Material Adverse Effect. Each of the Company and the Company Subsidiaries has all requisite full corporate or similar power and authority and possesses all Permits governmental franchises, licenses, permits, authorizations and approvals necessary to enable it to own, lease, operate lease or otherwise hold its properties and assets and to conduct its businesses as presently conducted (conducted, other than such franchises, licenses, permits, authorizations and approvals the “Company Permits”), except where the failure to have such power or authority or to possess the Company Permitslack of which, individually or in the aggregate, has not had and would is not reasonably be expected likely to have a Company Material Adverse EffectEffect (as defined in Section 9.03). Each of the The Company and the each Company Subsidiaries Subsidiary is duly qualified or licensed to do business in each jurisdiction where the nature of its business or the ownership, operation its ownership or leasing of its properties and assets makes such qualification necessary, other than in such jurisdictions where necessary or the failure to be so qualified qualify has had or licensedis reasonably likely to have, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. The Company has made available to Parent, prior to execution of this Agreement, Parent true and complete copies of (i) the Amended and Restated Articles articles of Incorporation incorporation of the Company, as amended to the date of this Agreement (as so amended, the “Company Charter”), (ii) the By-laws of the Company, as amended to the date of this Agreement (as so amended, the “Company By-laws”), (iii) the comparable charter and organizational documents of each Company Subsidiary, in effect each case as of amended through the date of this Agreement, together with and (iv) all amendments thereto in effect as written consents and the minutes of all meetings of the date shareholders, the Board of this Agreement (the “Company Articles”), Directors and the Amended and Restated Regulations each committee thereof of the Company in effect as of and each Company Subsidiary from January 1, 2004 to the date of this Agreement, together with all amendments thereto in effect as other than any portions of committee or Company Board minutes discussing Cap Rock Holding, the date of Exchange, this Agreement (or its potential terms, or the “Company Regulations”). Each of the Company Articles and the Company Regulations were duly adopted and is in full force and effect as of the date of this Agreement. Neither the Company nor any Company Subsidiary is in violation in any material negotiations with respect of any provision of such documentsthereto.

Organization, Standing and Power. Each (a) The Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware and is a bank holding company duly registered under the Bank Holding Company and each Act of the Company’s Subsidiaries 1956 (the “BHC Act”). Company Subsidiaries”) Bank is a national banking association duly organized, validly existing and in good standing under the Laws laws of the jurisdiction in which it is organized (in the case United States of good standing, to the extent such jurisdiction recognizes such concept), except, in the case of the Company Subsidiaries, where the failure to be so organized, existing or in good standing, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse EffectAmerica. Each of the Company and Company Bank has the Company Subsidiaries has all requisite corporate or similar power and authority to carry on its business as presently conducted and possesses all Permits necessary to enable it to own, lease, and operate or otherwise hold its properties and assets and to conduct its businesses as presently conducted (the “Company Permits”), except where the failure to have such power or authority or to possess the Company Permits, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effectproperties. Each of the Company and the Company Subsidiaries Bank is duly qualified or licensed to do transact business as a foreign corporation in each jurisdiction good standing in the states of the United States and foreign jurisdictions where the character of the properties it owns or the nature or conduct of its business requires it to be so qualified or the ownershiplicensed, operation or leasing of its properties and assets makes such qualification necessary, other than in except for such jurisdictions where the failure to be so qualified or licensedlicensed is not reasonably likely to have, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse EffectEffect on the Company. The Company has made available Bank is an “insured depository institution” as defined in the Federal Deposit Insurance Act, and the deposits of Company Bank are insured by the FDIC to Parentthe fullest extent permitted by Law, prior all premiums and assessments required to execution be paid in connection therewith have been paid when due in all material respects, and to the Company’s Knowledge, no proceedings for the termination of this Agreementsuch insurance are pending or threatened. True, true correct and complete copies of the Amended and Restated Articles Certificate of Incorporation of the Company and the Bylaws of the Company, each as in effect as of the date of this Agreement, together with all amendments thereto in effect have previously been made available by the Company to Parent. Except as of the date of this Agreement (the “Company Articles”), and the Amended and Restated Regulations set forth on Section 6.19(a) of the Company in effect Disclosure Memorandum, the Company does not own, and since December 31, 2022 has not owned, any securities or other investment assets. Except as of the date of this Agreement, together with all amendments thereto in effect as of the date of this Agreement (the “Company Regulations”). Each set forth on Section 6.19(b) of the Company Articles and Disclosure Memorandum, the Company Regulations were duly adopted and is its Subsidiaries do not have any outstanding indebtedness for borrowed money and since December 31, 2022 have not repaid any indebtedness for borrowed money except in full force and effect as of the date of this Agreement. Neither the Company nor any Company Subsidiary is in violation in any material respect of any provision of such documentsaccordance with Section 6.19(b).

Organization, Standing and Power. Each of the Company and each of the Company’s Subsidiaries (the “Company Subsidiaries”) Zircon is a corporation duly organized, validly existing and in good standing under the Laws laws of the State of California, has all requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its business as currently conducted, and is duly qualified to do business and is in good standing as a foreign corporation in each jurisdiction listed on Section 3.01 of the Zircon Disclosure Schedule, which jurisdictions constitute the only jurisdictions in which it is organized (in the case of good standing, to the extent such jurisdiction recognizes such concept), except, in the case character of the Company Subsidiariesproperties it owns, where operates or leases or the failure nature of its activities makes such qualification necessary, except for such failures to be so organized, existing qualified or in good standing, individually or in the aggregate, has that have not had had, and would are not reasonably be expected likely to have have, a Company Zircon Material Adverse Effect. Each For purposes of this Agreement, the term “Zircon Material Adverse Effect” means any material adverse change, effect, event, circumstance or development that is materially adverse to or has a material adverse effect on the business, assets, liabilities, capitalization, financial condition, or results of operations of Zircon, taken as a whole; provided, however, that none of the Company following, to the extent arising after the Effective Date, either alone or in combination, shall be deemed to be a Zircon Material Adverse Effect, and none of the Company Subsidiaries following shall be taken into account in determining whether there has been or will be a Zircon Material Adverse Effect: any change or event caused by or resulting from (A) changes in prevailing economic or market conditions in the United States or any other jurisdiction in which such entities have substantial business operations (except to the extent those changes have a disproportionate effect on Zircon relative to the other participants in the industry or industries in which Zircon operates), (B) changes or events affecting the industry or industries in which Zircon operates generally (except to the extent those changes or events have a disproportionate effect on Zircon relative to the other participants in the industry or industries in which Zircon operates), (C) changes in generally accepted accounting principles or requirements (except to the extent those changes have a disproportionate effect on Zircon relative to the other participants in the industry or industries in which Zircon operates), (D) changes in laws, rules or regulations of general applicability or interpretations thereof by any Governmental Entity (including any law, directive, pronouncement or guideline issued by a Governmental Body, the Centers for Disease Control and Prevention or the World Health Organization providing for business closures, changes to business operations, “sheltering-in-place,” curfews or other restrictions that relate to, or arise out of the novel coronavirus, SARS-CoV-2 or COVID-19 (and all requisite corporate related strains and sequences), including any intensification, resurgence or similar power and authority and possesses all Permits necessary to enable it to ownany evolutions or mutations thereof, leaseand/or related or associated epidemics, operate pandemics, disease outbreaks or otherwise hold its properties and assets and to conduct its businesses as presently conducted public health emergencies (the “Company PermitsCOVID-19”), including the CARES Act (“COVID-19 Measures”)) (except where to the extent those changes have a disproportionate effect on Zircon relative to the other participants in the industry or industries in which Zircon operate), (E) changes in, or effects arising from or relating to, any earthquake, hurricane, tsunami, tornado, flood, mudslide or other natural disaster, epidemic, pandemic or disease outbreak (including COVID-19), weather condition, explosion or fire or other force majeure event or act of God (except to the extent those changes or events have a disproportionate effect on Zircon relative to the other participants in the industry or industries in which Zircon operate), (F) any failure by Zircon to meet any estimates or expectations of Zircon’s revenue, earnings or other financial performance or results of operations for any period, (G) any failure to receive consents or approvals in connection with the agreements listed on Section 3.04(c) of the Zircon Disclosure Schedule or (H) the transactions contemplated by this Agreement, including the Merger, or the announcement or pendency thereof. For the avoidance of doubt, the Parties agree that the terms “material,” “materially” and “materiality” as used in this Agreement with an initial lower case “m” shall have such power their respective customary and ordinary meanings, without regard to the meanings ascribed to Zircon Material Adverse Effect or authority or to possess the Company Permits, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Harmony Material Adverse Effect. Each of the Company and the Company Subsidiaries is duly qualified or licensed to do business , in each jurisdiction where the nature of its business or the ownership, operation or leasing of its properties and assets makes such qualification necessary, other than case as defined in such jurisdictions where the failure to be so qualified or licensed, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effectthis Agreement. The Company Zircon has made available to Parent, prior to execution of this Agreement, true Harmony complete and complete accurate copies of the Amended its articles of incorporation and Restated Articles of Incorporation of the Company in effect as of the date of this Agreement, together with all amendments thereto in effect as of the date of this Agreement (the “Company Articles”), and the Amended and Restated Regulations of the Company in effect as of the date of this Agreement, together with all amendments thereto in effect as of the date of this Agreement (the “Company Regulations”). Each of the Company Articles and the Company Regulations were duly adopted bylaws and is not in full force and effect as of the date of this Agreement. Neither the Company nor any Company Subsidiary is material default under or in material violation in any material respect of any provision of either such documentsdocument.