Common use of Organization and Qualification; Subsidiaries Clause in Contracts

Organization and Qualification; Subsidiaries. Parent is a corporation duly incorporated and validly existing in good standing under the laws of the State of Delaware, and Merger Sub is a limited liability company duly organized and validly existing in good standing under the laws of the State of Delaware. Each of Parent and Merger Sub has the requisite corporate power and authority to own or lease its properties and to carry on its business as it is now being conducted and is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it or the character of the properties owned or leased by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified would not, individually or in the aggregate, have a Parent Material Adverse Effect on Parent (as defined below). Each subsidiary of Parent (i) is duly organized and validly existing under the laws of its jurisdiction of organization, (ii) has the requisite corporate or other business entity power and authority to own or lease its properties and to carry on its business as it is now being conducted and (iii) is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it or the character of the properties owned or leased by it makes such licensing or qualification necessary, in each case, except as would not, individually or in the aggregate, have a Parent Material Adverse Effect. When used in connection with Parent or any of its subsidiaries, the term “Parent Material Adverse Effect” means a material adverse effect on the business, properties, financial condition or results of operations of Parent and its subsidiaries taken as a whole or on the ability of Parent and Merger Sub to consummate the transactions contemplated by this Agreement, except, in each case, for any such effect attributable to (i) general economic, capital market, regulatory or political conditions, any outbreak of hostilities or war (including acts of terrorism), natural disasters or other force majeure events, in each case in the United States or elsewhere, provided, however, that any such condition or event which disproportionately impacts Parent or its subsidiaries taken as a whole, relative to other industry participants, may be considered to the extent of such disproportionate impact, (ii) changes in or events or conditions generally affecting the oil and gas exploration and development industry or exploration and production companies of a similar size to Parent (including changes in commodity prices and general market prices), (iii) changes in laws, regulations or GAAP or interpretations thereof, (iv) the announcement or pendency of this Agreement, any actions taken in compliance with this Agreement or the consummation of the Merger, (v) any failure by Parent to meet estimates of revenues or earnings for any period ending after the date of this Agreement, provided that this clause (v) does not prevent a determination that any underlying causes of such failure resulted in or contributed to a Parent Material Adverse Effect, (vi) fluctuations in currency exchange rates, (vii) the downgrade in rating of any debt securities of Parent by Standard & Poor’s Rating Group, Xxxxx’x Investor Services, Inc. or Fitch Ratings, provided that this clause (vii) does not prevent a determination that any underlying causes of such downgrade resulted in or contributed to a Parent Material Adverse Effect or (viii) changes in the price or trading volume of Parent’s stock, provided that this clause (viii) does not prevent a determination that any underlying causes of such changes resulted in or contributed to a Parent Material Adverse Effect. A true and complete list of all Parent’s

Organization and Qualification; Subsidiaries. Parent Each of the Company and each subsidiary of the Company (each, a "Subsidiary" and collectively, the "Subsidiaries") is a corporation duly incorporated and incorporated, validly existing and in good standing (with respect to jurisdictions which recognize such concept) under the laws of the State jurisdiction of Delaware, its incorporation and Merger Sub is a limited liability company duly organized and validly existing in good standing under the laws of the State of Delaware. Each of Parent and Merger Sub has the requisite corporate power and authority to own or own, lease and operate its properties and to carry on its business as it is now being conducted and is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it or the character of the properties owned or leased by it makes such licensing or qualification necessaryconducted, except where the failure to be so licensed incorporated, validly existing or qualified in good standing or to have such power or authority would not, individually or in the aggregate, have a Parent Company Material Adverse Effect on Parent (as defined below). Each subsidiary of Parent (i) the Company and each Subsidiary is duly organized and validly existing under the laws of its jurisdiction of organization, (ii) has the requisite corporate qualified or other business entity power and authority to own or lease its properties and to carry on its business licensed as it is now being conducted and (iii) is duly licensed or qualified a foreign corporation to do business business, and is in good standing (with respect to jurisdictions which recognize such concept), in each jurisdiction in which the nature of the business conducted by it or where the character of the properties owned owned, leased or leased operated by it or the nature of its business makes such qualification or licensing or qualification necessary, except for such failures to be so qualified or licensed and in each case, except as good standing that would not, individually or in the aggregate, have a Parent Company Material Adverse Effect. When used in connection with Parent or any of its subsidiaries, the The term “Parent "Company Material Adverse Effect” " means a material adverse any change in or effect on the Company and the Subsidiaries that is or is reasonably likely to be materially adverse to the business, properties, financial condition or results of operations or financial condition of Parent the Company and its subsidiaries taken as a whole or on the ability of Parent and Merger Sub to consummate the transactions contemplated by this Agreement, except, in each case, for any such effect attributable to (i) general economic, capital market, regulatory or political conditions, any outbreak of hostilities or war (including acts of terrorism), natural disasters or other force majeure events, in each case in the United States or elsewhere, provided, however, that any such condition or event which disproportionately impacts Parent or its subsidiaries Subsidiaries taken as a whole, relative or to other industry participants, may be considered to prevent or materially delay the extent consummation of such disproportionate impact, (ii) changes in or events or conditions generally affecting the oil and gas exploration and development industry or exploration and production companies of a similar size to Parent (including changes in commodity prices and general market prices), (iii) changes in laws, regulations or GAAP or interpretations thereof, (iv) the announcement or pendency Merger; provided that for all purposes of this AgreementAgreement the occurrence of any of the following shall be deemed not to have a Company Material Adverse Effect: any change, any actions taken in compliance with effect, event or occurrence relating to or resulting from the execution of this Agreement or the consummation of the Merger, (v) any failure by Parent to meet estimates of revenues transactions contemplated hereby or earnings the announcement thereof except as expressly provided for any period ending after the date of otherwise in this Agreement, provided that this clause (v) does not prevent a determination that any underlying causes of such failure resulted in or contributed to a Parent Material Adverse Effect, (vi) fluctuations in currency exchange rates, (vii) the downgrade in rating of any debt securities of Parent by Standard & Poor’s Rating Group, Xxxxx’x Investor Services, Inc. or Fitch Ratings, provided that this clause (vii) does not prevent a determination that any underlying causes of such downgrade resulted in or contributed to a Parent Material Adverse Effect or (viii) changes diminution in the price amount of insurance or trading volume reinsurance business written (whether resulting from non-renewal by the other party or otherwise), any termination or amendment of Parent’s stockexisting insurance or reinsurance programs written by any Subsidiary, provided that this clause (viii) does not prevent a determination that any underlying causes of such changes resulted adverse development in claims reserves or contributed to a Parent Material Adverse Effect. A true and complete list of all Parent’sin reserves for unrecoverable

Organization and Qualification; Subsidiaries. Parent The Company is a corporation duly incorporated and organized, validly existing and in good standing under the laws of the State of Delaware, Delaware Law and Merger Sub is a limited liability company duly organized and validly existing in good standing under the laws of the State of Delaware. Each of Parent and Merger Sub has the requisite corporate power and authority to own or lease own, lease, and operate its properties and assets and to carry on its business as it is now being conducted and conducted. The Company is duly qualified or licensed or qualified to do business and is in good standing in each jurisdiction in which the nature of the its business conducted by it or the character ownership or leasing of the its properties owned or leased by it makes such qualification or licensing or qualification necessary, except other than in such jurisdictions where the failure to be so qualified or licensed or qualified would not, (individually or in the aggregate, ) would not reasonably be expected to have a Parent Material Adverse Effect on Parent (as defined below)the Company. Each subsidiary of Parent (i) is duly organized and validly existing under the laws of its jurisdiction of organization, (ii) has the requisite corporate or other business entity power and authority to own or lease its properties and to carry on its business as it is now being conducted and (iii) is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it or the character of the properties owned or leased by it makes such licensing or qualification necessary, in each case, except as would not, individually or in the aggregate, have a Parent Material Adverse Effect. When As used in connection with Parent or any of its subsidiariesthis Agreement, the term “Parent Material Adverse Effect” means a material means, with respect to the Company or Parent, as applicable (the Company or Parent, as applicable, being referred to in this sentence as “such Person”), any change, effect, event, occurrence or state of facts (an “Effect”) (or any development that has had or is reasonably likely to have any Effect) that, (A) is materially adverse effect on to the business, properties, financial condition or results of operations of Parent such Person and its subsidiaries Subsidiaries, taken as a whole whole, or on (B) which would prevent or materially delay the ability consummation of Parent the Transactions; provided, however, that none of the following shall be deemed in themselves, either alone or in combination, to constitute, and Merger Sub to consummate none of the transactions contemplated by this Agreement, except, following shall be taken into account in each case, for any such effect attributable to determining whether there has been a Material Adverse Effect: (i) general economic, capital market, regulatory or political conditions, any outbreak of hostilities or war (including acts of terrorism), natural disasters or other force majeure events, in each case a change in the United States market price or elsewheretrading volume of the capital stock of such Person after the date hereof, provided, however, that this clause (i) shall not exclude any underlying Effect which may have caused such condition change in stock price or event trading volume; (ii) disruption in financial, credit, banking or securities markets (including any disruption thereof and any decline in the price of any security or market index) or any interest rate or exchange rate changes, generally which does not disproportionately impacts Parent or affect such Person and its subsidiaries Subsidiaries, taken as a whole, relative to other industry participants, may be considered to the extent of such disproportionate impact, (ii) changes in or events or conditions generally affecting the oil and gas exploration and development industry or exploration and production companies of a similar size to Parent (including changes in commodity prices and general market prices), ; (iii) changes in laws, regulations any Effect arising from or GAAP or interpretations thereof, (iv) the announcement or pendency of this Agreement, any actions taken in compliance with this Agreement or the consummation of the Merger, (v) any failure by Parent relating to meet estimates of revenues or earnings for any period ending after the date of this Agreement, provided that this clause (v) does not prevent a determination that any underlying causes of such failure resulted in or contributed to a Parent Material Adverse Effect, (vi) fluctuations in currency exchange rates, (vii) the downgrade in rating of any debt securities of Parent by Standard & Poor’s Rating Group, Xxxxx’x Investor Services, Inc. or Fitch Ratings, provided that this clause (vii) does not prevent a determination that any underlying causes of such downgrade resulted in or contributed to a Parent Material Adverse Effect or (viii) changes in the price or trading volume of Parent’s stock, provided that this clause (viii) does not prevent a determination that any underlying causes of such changes resulted in or contributed to a Parent Material Adverse Effect. A true and complete list of all Parent’sgeneral

Organization and Qualification; Subsidiaries. The Parent Disclosure Schedule sets forth the jurisdiction of incorporation of Parent and each subsidiary of Parent (the "Parent Subsidiaries"). Each of Parent and the Parent Subsidiaries is a corporation duly incorporated and organized, validly existing and in good standing under the laws of the State of Delaware, such jurisdiction and Merger Sub is a limited liability company duly organized and validly existing in good standing under the laws of the State of Delaware. Each of Parent and Merger Sub has the all requisite corporate power and authority and all necessary governmental approvals to own or own, lease and operate its properties and to carry on its business as it is now being conducted and is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it or the character of the properties owned or leased by it makes such licensing or qualification necessaryconducted, except where the failure to obtain such governmental approvals has not had, and could not reasonably be so licensed or qualified would notexpected to have, individually or in the aggregate, have a Parent Material Adverse Effect on Parent (as defined below). Each subsidiary of Parent (i) and the Parent Subsidiaries is duly organized and validly existing under the laws of its jurisdiction of organization, (ii) has the requisite corporate qualified or other business entity power and authority to own licensed as a foreign corporation or lease its properties and to carry on its business as it is now being conducted and (iii) is duly licensed or qualified organization to do business business, and is in good standing, in each jurisdiction in which the nature of the business conducted by it or where the character of the properties owned owned, leased or leased operated by it or the nature of its business makes such qualification or licensing or qualification necessary, except for such failures to be so qualified or licensed and in each casegood standing that have not had, except as would notand could not reasonably be expected to have, individually or in the aggregate, have a Parent Material Adverse Effect. When used Other than the Parent Subsidiaries, there are no corporations, partnerships, joint ventures, associations or other similar entities in connection with which Parent owns, of record or beneficially, any direct or indirect equity or other similar interest or any of its subsidiaries, right (contingent or otherwise) to acquire the same. The term “"Parent Material Adverse Effect” " means a material any changes in or effects on the business of Parent that is materially adverse effect on to the business, propertiescondition (financial or otherwise), financial condition assets (tangible or intangible), liabilities (including contingent liabilities), or results of operations or prospects of Parent and its subsidiaries taken as a whole or on the ability of Parent and Merger Sub to consummate the transactions contemplated by this AgreementParent, except, in each case, except for any such effect attributable to changes or effects principally resulting from or principally arising in connection with (i) general economic, capital market, regulatory or political conditions, any outbreak of hostilities or war (including acts of terrorism), natural disasters or other force majeure events, in each case in changes affecting the United States or elsewhere, provided, however, wireless telecommunications equipment industry that any such condition or event which disproportionately impacts Parent or its subsidiaries taken as do not have a whole, relative to other industry participants, may be considered to the extent of such disproportionate impactimpact on Parent, (ii) any changes in or events or general economic conditions generally affecting the oil and gas exploration and development industry or exploration and production companies of a similar size to Parent (including changes in commodity prices and general market prices)that do not disproportionately impact Parent, (iii) changes in lawsand of itself, regulations any change in the trading price of the Parent Common Stock or GAAP or interpretations thereof, (iv) the announcement or pendency taking of any action expressly required by the terms of this Agreement, any actions taken in compliance with this Agreement or the consummation of the Merger, (v) any failure by Parent to meet estimates of revenues or earnings for any period ending after the date of this Agreement, provided that this clause (v) does not prevent a determination that any underlying causes of such failure resulted in or contributed to a Parent Material Adverse Effect, (vi) fluctuations in currency exchange rates, (vii) the downgrade in rating of any debt securities of Parent by Standard & Poor’s Rating Group, Xxxxx’x Investor Services, Inc. or Fitch Ratings, provided that this clause (vii) does not prevent a determination that any underlying causes of such downgrade resulted in or contributed to a Parent Material Adverse Effect or (viii) changes in the price or trading volume of Parent’s stock, provided that this clause (viii) does not prevent a determination that any underlying causes of such changes resulted in or contributed to a Parent Material Adverse Effect. A true and complete list of all Parent’s.

Organization and Qualification; Subsidiaries. (a) The Parent has been duly organized and is a corporation duly incorporated and validly existing and in good standing under the laws of the State its jurisdiction of Delawareincorporation or organization, and Merger Sub is a limited liability company duly organized and validly existing in good standing under the laws of the State of Delaware. Each of Parent and Merger Sub has the requisite corporate power and authority and all necessary governmental approvals to own or own, lease and operate its properties and to carry on its business as it is now being conducted conducted. Each of the Parent and the subsidiaries of the Parent (each a "Parent Subsidiary") is duly qualified or ----------------- licensed to do business, and is duly licensed or qualified to do business in good standing, in each jurisdiction in which the nature of the business conducted by it or where the character of the properties owned owned, leased or leased operated by it or the nature of its business makes such qualification or licensing or qualification necessary, except where the failure for such failures to be so qualified or licensed or qualified would notand in good standing that, individually or in the aggregate, have a Parent has no Material Adverse Effect on Parent (as defined below)the Parent. Each subsidiary For purposes of Parent (i) is duly organized and validly existing under the laws of its jurisdiction of organizationthis Agreement, (ii) has the requisite corporate or other business entity power and authority to own or lease its properties and to carry on its business as it is now being conducted and (iii) is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it or the character of the properties owned or leased by it makes such licensing or qualification necessary, in each case, except as would not, individually or in the aggregate, have a Parent "Material Adverse Effect. When used in connection with Parent Effect on the Parent" means any state of ------------------------------------- affairs or any of its subsidiarieschange that has had, the term “Parent Material Adverse Effect” means or will have, a material adverse effect on the business, assets, properties, financial condition or results of operations or condition (financial or otherwise) of the Parent and its subsidiaries the Parent Subsidiaries, taken as a whole whole, or on that has materially impaired or will materially impair the ability of the Parent and Merger Sub to perform its obligations under this Agreement or to consummate the Merger and the other transactions contemplated by this Agreement, except that none of the following shall be deemed in themselves to constitute a Material Adverse Effect on the Parent: (i) any change in the market price or trading volume of the securities of the Parent after the date hereof, (ii) any change in general economic conditions, (iii) any adverse change involving the e-commerce industry generally, and (iv) transaction costs, taxes, accounting changes, integration costs and other effects that result directly from the announcement or consummation of the transactions contemplated by this Agreement, except, in each case, for any such effect attributable to (i) general economic, capital market, regulatory or political conditions, any outbreak of hostilities or war (including acts of terrorism), natural disasters or other force majeure events, in each case in the United States or elsewhere, provided, however, that any such condition or event which disproportionately impacts Parent or its subsidiaries taken as a whole, relative to other industry participants, may be considered to the extent of such disproportionate impact, (ii) changes in or events or conditions generally affecting the oil and gas exploration and development industry or exploration and production companies of a similar size to Parent (including changes in commodity prices and general market prices), (iii) changes in laws, regulations or GAAP or interpretations thereof, (iv) the announcement or pendency of this Agreement, any actions taken in compliance with this Agreement or the consummation of the Merger, (v) any failure by Parent to meet estimates of revenues or earnings for any period ending after the date of this Agreement, provided that this clause (v) does not prevent a determination that any underlying causes of such failure resulted in or contributed to a Parent Material Adverse Effect, (vi) fluctuations in currency exchange rates, (vii) the downgrade in rating of any debt securities of Parent by Standard & Poor’s Rating Group, Xxxxx’x Investor Services, Inc. or Fitch Ratings, provided that this clause (vii) does not prevent a determination that any underlying causes of such downgrade resulted in or contributed to a Parent Material Adverse Effect or (viii) changes in the price or trading volume of Parent’s stock, provided that this clause (viii) does not prevent a determination that any underlying causes of such changes resulted in or contributed to a Parent Material Adverse Effect. A true and complete list of all Parent’s.

Organization and Qualification; Subsidiaries. Parent (a) Each of the Company and each subsidiary of the Company (each a "Subsidiary") is a corporation corporation, limited liability company, limited partnership or limited liability partnership duly incorporated and organized, validly existing and in good standing under the laws of the State jurisdiction of Delaware, its organization and Merger Sub is a limited liability company duly organized and validly existing in good standing under the laws of the State of Delaware. Each of Parent and Merger Sub has the requisite corporate power and authority and all necessary governmental approvals to own or own, lease and operate its properties and to carry on its business as it is now being conducted conducted. Each of the Company and each Subsidiary is duly qualified or licensed as a foreign corporation to do business, and is duly licensed or qualified to do business in good standing, in each jurisdiction in which the nature of the business conducted by it or where the character of the properties owned owned, leased or leased operated by it or the nature of its business makes such qualification or licensing or qualification necessary, except where the failure for such failures to be so qualified or licensed and in good standing that would not reasonably be expected to have a Company Material Adverse Effect. The term "Company Material Adverse Effect" means any event, circumstance, development, change or qualified would noteffect that, individually or in the aggregateaggregate with all other events, have a Parent Material Adverse Effect on Parent (as defined below). Each subsidiary of Parent (i) circumstances, developments, changes and effects, is duly organized and validly existing under the laws of its jurisdiction of organization, (ii) has the requisite corporate or other business entity power and authority materially adverse to own or lease its properties and to carry on its business as it is now being conducted and (iii) is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it or the character of the properties owned or leased by it makes such licensing or qualification necessary, in each case, except as would not, individually or in the aggregate, have a Parent Material Adverse Effect. When used in connection with Parent or any of its subsidiaries, the term “Parent Material Adverse Effect” means a material adverse effect on the business, propertiesoperations, assets, condition (financial condition or otherwise) or results of operations of Parent the Company and its subsidiaries the Subsidiaries taken as a whole or on would reasonably be expected to prevent or materially delay the consummation of the Merger and the other transactions contemplated hereby (collectively, the "Transactions") or prevent or materially impair or delay the ability of Parent and Merger Sub the Company to consummate the transactions contemplated by this Agreement, except, in each case, for any such effect attributable to (i) general economic, capital market, regulatory or political conditions, any outbreak of hostilities or war (including acts of terrorism), natural disasters or other force majeure events, in each case in the United States or elsewhere, perform its obligations hereunder; provided, however, that in no event shall any such condition of the following, alone or event which disproportionately impacts Parent in combination, be deemed to constitute, nor shall any of the following be taken into account in determining whether there has been, or its subsidiaries taken as will be, a wholeCompany Material Adverse Effect: any event, relative circumstance, change or effect resulting from or relating to other industry participants, may be considered to the extent of such disproportionate impact(i) a change in general economic or financial market conditions, (ii) changes a change in or events or conditions generally affecting the oil and gas exploration and development industry or exploration and production companies of a similar size to Parent (including changes in commodity prices and general market prices)conditions, (iii) changes seasonal fluctuations in laws, regulations or GAAP or interpretations thereofthe business of the Company and the Subsidiaries, (iv) any acts of terrorism or war (except to the extent such event, circumstance, change or effect has had a disproportionate effect on the Company and the Subsidiaries as compared to other persons in the industry in which the Company and the Subsidiaries conduct their business), (v) the announcement or pendency of this Agreement, any actions taken in compliance with the execution of this Agreement or the pendency or consummation of the MergerTransactions, or (vi) compliance with the terms of, or the taking of any action required by, this Agreement; provided further that the exceptions set forth in clauses (v) any failure by Parent to meet estimates of revenues or earnings for any period ending after the date of this Agreement, provided that this clause (v) does not prevent a determination that any underlying causes of such failure resulted in or contributed to a Parent Material Adverse Effect, and (vi) fluctuations will not apply with respect to the representations and warranties set forth in currency exchange rates, (vii) the downgrade in rating of any debt securities of Parent by Standard & Poor’s Rating Group, Xxxxx’x Investor Services, Inc. or Fitch Ratings, provided that this clause (vii) does not prevent a determination that any underlying causes of such downgrade resulted in or contributed to a Parent Material Adverse Effect or (viii) changes in the price or trading volume of Parent’s stock, provided that this clause (viii) does not prevent a determination that any underlying causes of such changes resulted in or contributed to a Parent Material Adverse Effect. A true and complete list of all Parent’sSection 3.05.

Organization and Qualification; Subsidiaries. Parent The Company and each of its subsidiaries is a corporation duly incorporated and organized, validly existing and in good standing (with respect to jurisdictions that recognize the concept of good standing) under the laws of the State jurisdiction of Delaware, its organization and Merger Sub is a limited liability company duly organized and validly existing in good standing under the laws of the State of Delaware. Each of Parent and Merger Sub has the all requisite corporate or similar power and authority to own or own, lease and operate its properties and to carry on its business as it is now being conducted and is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it or the character of the properties owned or leased by it makes such licensing or qualification necessaryconducted, except where the any such failure to be so licensed organized, existing or qualified in good standing or to have such power or authority would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect on Parent (as defined below). Each subsidiary The Company and each of Parent (i) its subsidiaries is duly organized and validly existing under the laws of its jurisdiction of organization, (ii) has the requisite corporate qualified or other business entity power and authority to own or lease its properties and to carry on its business as it is now being conducted and (iii) is duly licensed or qualified to do business business, and is in good standing, in each jurisdiction in which the nature of the business conducted by it or where the character of the properties owned owned, leased or leased operated by it or the nature of its activities makes such qualification or licensing or qualification necessary, other than in each case, except as such jurisdictions where any such failure to be so qualified or licensed or in good standing would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. When used in connection with Parent or any of its subsidiaries, the term “Parent Material Adverse Effect” means a material any change, effect, event, circumstance, occurrence or state of facts that is materially adverse effect on to (a) the business, propertiesfinancial condition, financial condition or results of operations operations, assets or liabilities of Parent the Company and its subsidiaries taken as a whole or on (b) the Company’s ability of Parent and Merger Sub to consummate the transactions contemplated by this Agreement, except, in each case, for any such effect attributable to (i) general economic, capital market, regulatory or political conditions, any outbreak of hostilities or war (including acts of terrorism), natural disasters or other force majeure events, in each case in the United States or elsewhere, Merger; provided, however, that that, in the case of the immediately preceding clause (a), none of the following, or any such condition changes, effects, events, circumstances, occurrence or event state of facts relating to or resulting therefrom, shall be deemed in themselves, either alone or in combination, to constitute, and none of them shall be taken into account in determining whether there has been or could or would be, a Material Adverse Effect: (i) economic, financial market, or geopolitical conditions in general, (ii) general changes or developments in the industries in which disproportionately impacts Parent or the Company and its subsidiaries operate, (iii) the announcement of this Agreement and the transactions contemplated hereby, (iv) changes in Tax laws or regulations or applicable accounting regulations or principles or interpretations thereof, (v) changes in the market price or trading volume of the Company Common Stock (but the reasons or causes of such changes may constitute a Material Adverse Effect and may be taken into account in determining whether there has been or could or would be a Material Adverse Effect), (vi) the failure, in and of itself, by the Company to meet any expected or projected financial or operating performance target, as well as any change by the Company in any expected or projected financial or operating performance target (but the reasons or causes of such failures or changes may constitute a Material Adverse Effect and may be taken into account in determining whether there has been or could or would be a Material Adverse Effect), (vii) acts of God, national or international hostilities, war (whether or not declared) or terrorism, or (viii) any litigation brought or threatened by the stockholders of the Company or any of its non-wholly-owned subsidiaries (whether on behalf of the Company or such subsidiaries or otherwise) arising out of or in connection with the existence, announcement or performance of this Agreement or the transactions contemplated hereby, so long as, in the case of clauses (i), (ii), (iv) and (vii), the effect on the Company and its subsidiaries, taken as a whole, relative is not disproportionate to that on other industry participants, may be considered to the extent of such disproportionate impact, (ii) changes in or events or conditions generally affecting the oil and gas exploration and development industry or exploration and production companies of a similar size to Parent (including changes in commodity prices and general market prices), (iii) changes in laws, regulations or GAAP or interpretations thereof, (iv) the announcement or pendency of this Agreement, any actions taken in compliance with this Agreement or the consummation of the Merger, (v) any failure by Parent to meet estimates of revenues or earnings for any period ending after the date of this Agreement, provided that this clause (v) does not prevent a determination that any underlying causes of such failure resulted in or contributed to a Parent Material Adverse Effect, (vi) fluctuations in currency exchange rates, (vii) the downgrade in rating of any debt securities of Parent by Standard & Poor’s Rating Group, Xxxxx’x Investor Services, Inc. or Fitch Ratings, provided that this clause (vii) does not prevent a determination that any underlying causes of such downgrade resulted in or contributed to a Parent Material Adverse Effect or (viii) changes in the price or trading volume of Parent’s stock, provided that this clause (viii) does not prevent a determination that any underlying causes of such changes resulted industry in or contributed to a Parent Material Adverse Effect. A true and complete list of all Parent’swhich the Company operates.

Organization and Qualification; Subsidiaries. Parent The Company is a corporation duly incorporated and organized, validly existing in good standing under the laws of the State of Delaware, and Merger Sub is a limited liability company duly organized and validly existing in good standing under the laws of the State of Delaware. Each of Parent the Company's subsidiaries is duly organized, validly existing and Merger Sub is in good standing under the laws of the jurisdiction of its organization, except where the failure to be so organized, existing or in good standing would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company. The Company and each of its subsidiaries has the requisite corporate power and authority to own own, operate or lease its properties and to carry on its business as it is now being conducted conducted, and is duly qualified or licensed or qualified to do business business, and, with respect to the Company and the Company's subsidiaries that are organized in a jurisdiction in the United States of America, is in good standing, in each jurisdiction in which the nature of the its business conducted by it or the character of the properties owned owned, operated or leased by it makes such qualification, licensing or qualification good standing necessary, except where the failure to have such power or authority, or the failure to be so qualified, licensed or qualified in good standing, would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect on Parent (as defined below)the Company. Each subsidiary of Parent (i) is duly organized and validly existing under the laws of its jurisdiction of organization, (ii) has the requisite corporate or other business entity power and authority to own or lease its properties and to carry on its business as it is now being conducted and (iii) is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it or the character of the properties owned or leased by it makes such licensing or qualification necessary, in each case, except as would not, individually or in the aggregate, have a Parent The term "Material Adverse Effect. When Effect on the Company," as used in connection with Parent this Agreement, means any change or any of its subsidiaries, the term “Parent Material Adverse Effect” means effect that is or would reasonably be expected to have a material adverse effect on the business, propertiesassets, financial condition or results of operations of Parent the Company and its subsidiaries taken as a whole or on the ability of Parent and Merger Sub to consummate the transactions contemplated by this Agreement, except, in each case, for any such effect attributable to (i) general economic, capital market, regulatory or political conditions, any outbreak of hostilities or war (including acts of terrorism), natural disasters or other force majeure events, in each case in the United States or elsewhere, provided, however, that any such condition or event which disproportionately impacts Parent or its subsidiaries taken as a whole, relative to other industry participants, may be considered than any change or effect to the extent of such disproportionate impactattributable to (i) the economy or the securities markets in general, (ii) changes in or events or conditions generally affecting the oil and gas exploration and development industry or exploration and production companies of a similar size to Parent (including changes in commodity prices and general market prices), (iii) changes in laws, regulations or GAAP or interpretations thereof, (iv) the announcement or pendency of this Agreement, any actions taken in compliance with this Agreement or the consummation transactions contemplated hereby or the announcement thereof or (iii) the Company's industry in general, and not specifically relating to the Company or its subsidiaries. The Company has heretofore made available to Parent and the Purchaser a complete and correct copy of the Mergercertificate of incorporation and the by-laws or comparable organizational documents, (v) any failure by Parent each as amended to meet estimates of revenues or earnings for any period ending after the date hereof, of this Agreement, provided that this clause (v) does not prevent the Company and each of its subsidiaries and has made available a determination that any underlying causes complete and correct copy of such failure resulted in or contributed the Rights Agreement as amended to a Parent Material Adverse Effect, (vi) fluctuations in currency exchange rates, (vii) the downgrade in rating of any debt securities of Parent by Standard & Poor’s Rating Group, Xxxxx’x Investor Services, Inc. or Fitch Ratings, provided that this clause (vii) does not prevent a determination that any underlying causes of such downgrade resulted in or contributed to a Parent Material Adverse Effect or (viii) changes in the price or trading volume of Parent’s stock, provided that this clause (viii) does not prevent a determination that any underlying causes of such changes resulted in or contributed to a Parent Material Adverse Effect. A true and complete list of all Parent’sdate hereof.

Organization and Qualification; Subsidiaries. Each of Parent and each subsidiary of Parent (the "PARENT SUBSIDIARIES") is a corporation duly incorporated and incorporated, validly existing and in good standing under the laws of the State jurisdiction of Delaware, its incorporation and Merger Sub is a limited liability company duly organized and validly existing in good standing under the laws of the State of Delaware. Each of Parent and Merger Sub has the all corporate requisite corporate power and authority to own or own, lease and operate its properties and to carry on its business as it is now being conducted and is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it or the character of the properties owned or leased by it makes such licensing or qualification necessaryconducted, except where the failure to be so licensed organized, existing or qualified in good standing or to have such corporate power and authority have not had, and would notnot reasonably be expected to have, individually or in the aggregate, have a Parent Material Adverse Effect on Parent (as defined below). Each subsidiary of Parent (i) and the Parent Subsidiaries is duly organized and validly existing under the laws of its jurisdiction of organization, (ii) has the requisite corporate qualified or other business entity power and authority to own or lease its properties and to carry on its business licensed as it is now being conducted and (iii) is duly licensed or qualified a foreign corporation to do business business, and is in good standing, in each jurisdiction in which the nature of the business conducted by it or where the character of the properties owned owned, leased or leased operated by it or the nature of its business makes such qualification or licensing or qualification necessary, except for such failures to be so qualified or licensed and in each casegood standing that have not had, except as and would notnot reasonably be expected to have, individually or in the aggregate, have a Parent Material Adverse Effect. When used The term "PARENT MATERIAL ADVERSE EFFECT" means any change in connection with Parent or any of its subsidiaries, the term “Parent Material Adverse Effect” means a material adverse effect on the business of Parent and the Parent Subsidiaries that is materially adverse to the business, propertiesfinancial condition, financial condition assets, liabilities or results of operations of Parent and its subsidiaries taken as a whole or on the ability of Parent and Merger Sub to consummate the transactions contemplated by this Agreement, except, in each case, for any such effect attributable to (i) general economic, capital market, regulatory or political conditions, any outbreak of hostilities or war (including acts of terrorism), natural disasters or other force majeure events, in each case in the United States or elsewhere, provided, however, that any such condition or event which disproportionately impacts Parent or its subsidiaries Subsidiaries taken as a whole, relative to other industry participants, may be considered to the extent of except for any such disproportionate impact, changes or effects resulting from or arising in connection with any (iiA) changes in general economic or market conditions not specifically and significantly disproportionately affecting Parent, (B) events or conditions generally affecting the oil and gas exploration and development industry or exploration and production companies of a similar size to in which Parent (including changes in commodity prices and general market prices), (iii) changes in laws, regulations or GAAP or interpretations thereof, (iv) the announcement or pendency of this Agreement, any actions taken in compliance with this Agreement or the consummation of the Merger, (v) any failure by Parent to meet estimates of revenues or earnings for any period ending after the date of this Agreement, provided that this clause (v) does Subsidiaries operate generally not prevent a determination that any underlying causes of such failure resulted in or contributed to a specifically and significantly disproportionately affecting Parent Material Adverse Effect, (vi) fluctuations in currency exchange rates, (vii) the downgrade in rating of any debt securities of Parent by Standard & Poor’s Rating Group, Xxxxx’x Investor Services, Inc. or Fitch Ratings, provided that this clause (vii) does not prevent a determination that any underlying causes of such downgrade resulted in or contributed to a Parent Material Adverse Effect or (viiiC) changes developments or any regulatory or legislative conditions affecting companies in the price or trading volume of general not specifically and significantly disproportionately affecting Parent’s stock, provided that this clause (viii) does not prevent a determination that any underlying causes of such changes resulted in or contributed to a Parent Material Adverse Effect. A true and complete list of all Parent’s.

Organization and Qualification; Subsidiaries. Each of Parent and Merger Sub is a corporation duly incorporated and organized, validly existing and in good standing under the laws of the State jurisdiction of Delaware, its incorporation and Merger Sub is a limited liability company duly organized and validly existing in good standing under the laws of the State of Delaware. Each of Parent and Merger Sub has the requisite corporate power and authority to own or own, lease and operate its assets and properties and to carry on its business as it is now being conducted conducted. Each of Parent and Merger Sub is duly licensed or qualified in possession of all Approvals necessary to do business in each jurisdiction in which the nature of the business conducted by it or the character of own, lease and operate the properties owned it purports to own, operate or leased by lease and to carry on its business as it makes such licensing or qualification necessaryis now being conducted, except where the failure to be so licensed or qualified have such Approvals would not, individually or in the aggregate, have a Parent Material Adverse Effect on Parent (as defined below). Each subsidiary of Parent (i) and Merger Sub is duly organized and validly existing under the laws of its jurisdiction of organization, (ii) has the requisite corporate qualified or other business entity power and authority to own or lease its properties and to carry on its business licensed as it is now being conducted and (iii) is duly licensed or qualified a foreign corporation to do business business, and is in good standing, in each jurisdiction in which the nature of the business conducted by it or where the character of the properties owned owned, leased or leased operated by it or the nature of its activities makes such qualification or licensing or qualification necessary, except for such failures to be so duly qualified or licensed and in each case, except as good standing that would not, either individually or in the aggregate, have a Parent Material Adverse EffectEffect on Parent. When As used in connection with Parent or any of its subsidiariesthis Agreement, the term “Parent phrase "Material Adverse Effect” Effect on Parent" means a material adverse effect on the condition (financial or otherwise), business, propertiesassets, financial condition liabilities or results of operations of Parent and its subsidiaries taken considered as a whole whole, or a material adverse effect on the ability of Parent and Merger Sub to consummate the transactions contemplated by this Agreement, except, in each case, for any such effect attributable to (i) general economic, capital market, regulatory or political conditions, any outbreak of hostilities or war (including acts of terrorism), natural disasters or other force majeure events, in each case in the United States or elsewhere, ; provided, however, that in no event shall any such condition or event which disproportionately impacts Parent or its subsidiaries taken as of the following be deemed, in and of itself, to constitute a whole, relative to other industry participants, may be considered to Material Adverse Effect on Parent: (i) a change that results from conditions generally affecting the extent of such disproportionate impactU.S. economy, (ii) changes in or events or a change that results from conditions generally affecting the oil and gas exploration and development industry or exploration and production companies of a similar size to Parent (including changes in commodity prices and general market prices)Parent's industry, (iii) changes in laws, regulations or GAAP or interpretations thereof, (iv) a change that results from the announcement or pendency of the transactions contemplated hereby, (iv) a change that results from the taking of any action required by this Agreement, any actions taken in compliance with this Agreement or the consummation of the Merger, (v) any failure by Parent to meet estimates of revenues or earnings for any period ending after a reduction in the date of this Agreement, provided that this clause (v) does not prevent a determination that any underlying causes of such failure resulted in or contributed to a Parent Material Adverse Effect, (vi) fluctuations in currency exchange rates, (vii) the downgrade in rating of any debt securities stock price of Parent by Standard & Poor’s Rating Group, Xxxxx’x Investor Services, Inc. or Fitch Ratings, provided that this clause (vii) does not prevent a determination that any underlying causes of such downgrade resulted in or contributed to a Parent Material Adverse Effect or (viii) changes in the price or trading volume of Parent’s stock, provided that this clause (viii) does not prevent a determination that any underlying causes of such changes resulted in or contributed to a Parent Material Adverse Effect. A true and complete list of all Parent’sCommon Stock.

Organization and Qualification; Subsidiaries. Parent Marquee is a corporation, and each subsidiary of Marquee (each a "Marquee Subsidiary" and collectively, the "Marquee Subsidiaries," which terms shall be deemed to include all corporations and other entities that become subsidiaries of Marquee subsequent to the date hereof) is a corporation or other entity, in each case (i) duly incorporated and organized, validly existing and in good standing under the laws of the State jurisdiction of Delaware, its organization and Merger Sub is a limited liability company duly organized and validly existing in good standing under the laws of the State of Delaware. Each of Parent and Merger Sub (ii) which has the requisite corporate or other power and authority to own or own, lease and operate its properties and to carry on its business as it is now being conducted conducted. Marquee and is each Marquee Subsidiary are duly qualified or licensed as a foreign corporation (or qualified other entity) to do business business, and are in good standing, in each jurisdiction in which the nature of the business conducted by it or where the character of the properties owned owned, leased or leased operated by it them or the nature of their business makes such qualification or licensing or qualification necessary, except where the failure for such failures to be so qualified or licensed or qualified and in good standing that would not, individually or in the aggregate, have a Parent Material Adverse Effect on Parent (as defined below)Marquee. Each subsidiary of Parent (i) is duly organized and validly existing under As used in this Agreement, the laws of its jurisdiction of organizationterm "Material Adverse Effect" means, (ii) has the requisite corporate with respect to any person, any change or other business entity power and authority to own or lease its properties and to carry on its business as it is now being conducted and (iii) is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it or the character of the properties owned or leased by it makes such licensing or qualification necessary, in each case, except as would noteffect that, individually or in when taken together with all other changes or effects that have occurred on or prior to the aggregate, have a Parent date of determination of the occurrence of the Material Adverse Effect. When used in connection with Parent Effect and which are continuing as of that date, is or any is reasonably likely to be materially adverse to the financial condition, business, results of operations or prospects of such person and its subsidiaries, the term “Parent Material Adverse Effect” means a material adverse effect on the business, properties, financial condition or results of operations of Parent and its subsidiaries taken as a whole or on the ability of Parent and Merger Sub to consummate the transactions contemplated by this Agreement, except, in each case, for any such effect attributable to (i) general economic, capital market, regulatory or political conditions, any outbreak of hostilities or war (including acts of terrorism), natural disasters or other force majeure events, in each case in the United States or elsewhere, provided, however, that any such condition or event which disproportionately impacts Parent or its subsidiaries taken as a whole, relative to other industry participants, may be considered to the extent of such disproportionate impact, (ii) changes in or events or conditions generally affecting the oil and gas exploration and development industry or exploration and production companies of a similar size to Parent (including changes in commodity prices and general market prices), (iii) changes in laws, regulations or GAAP or interpretations thereof, (iv) the announcement or pendency of this Agreement, any actions taken in compliance with this Agreement or the consummation . As of the Mergerdate hereof, (v) any failure by Parent to meet estimates of revenues or earnings for any period ending after the date of this Agreement, provided that this clause (v) does not prevent a determination that any underlying causes of such failure resulted in or contributed to a Parent Material Adverse Effect, (vi) fluctuations in currency exchange rates, (vii) the downgrade in rating of any debt securities of Parent by Standard & Poor’s Rating Group, Xxxxx’x Investor Services, Inc. or Fitch Ratings, provided that this clause (vii) does not prevent a determination that any underlying causes of such downgrade resulted in or contributed to a Parent Material Adverse Effect or (viii) changes in the price or trading volume of Parent’s stock, provided that this clause (viii) does not prevent a determination that any underlying causes of such changes resulted in or contributed to a Parent Material Adverse Effect. A true and complete correct list of all Parent’sMarquee Subsidiaries, together with the jurisdiction of organization of each Marquee Subsidiary and the percentage of the outstanding capital stock (or other ownership interest) of each Marquee Subsidiary owned by Marquee and each other Marquee Subsidiary, is set forth in Section 3.01 of the Marquee Disclosure Schedule. Except as specifically disclosed in Section 3.01 of the Marquee Disclosure Schedule, Marquee does not directly or indirectly own any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for any equity or similar interest in, any corporation, partnership, joint venture or other business association or entity.

Organization and Qualification; Subsidiaries. Parent The Company Disclosure Schedule sets forth the jurisdiction of incorporation of Company and each subsidiary of Company (the "Company Subsidiaries"). Each of Company and the Company Subsidiaries is a corporation duly incorporated and organized, validly existing and in good standing under the laws of the State of Delaware, such jurisdiction and Merger Sub is a limited liability company duly organized and validly existing in good standing under the laws of the State of Delaware. Each of Parent and Merger Sub has the all requisite corporate power and authority and all necessary governmental approvals to own or own, lease and operate its properties and to carry on its business as it is now being conducted and is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it or the character of the properties owned or leased by it makes such licensing or qualification necessaryconducted, except where the failure to obtain such governmental approvals has not had, and could not reasonably be so licensed or qualified would notexpected to have, individually or in the aggregate, have a Parent Company Material Adverse Effect on Parent (as defined below). Each subsidiary of Parent (i) Company and the Company Subsidiaries is duly organized and validly existing under the laws of its jurisdiction of organization, (ii) has the requisite corporate qualified or other business entity power and authority to own licensed as a foreign corporation or lease its properties and to carry on its business as it is now being conducted and (iii) is duly licensed or qualified organization to do business business, and is in good standing, in each jurisdiction in which the nature of the business conducted by it or where the character of the properties owned owned, leased or leased operated by it or the nature of its business makes such qualification or licensing or qualification necessary, except for such failures to be so qualified or licensed and in each casegood standing that have not had, except as would notand could not reasonably be expected to have, individually or in the aggregate, have a Parent Company Material Adverse Effect. When used Other than the Company Subsidiaries, there are no corporations, partnerships, joint ventures, associations or other similar entities in connection with Parent which Company owns, of record or beneficially, any direct or indirect equity or other similar interest or any of its subsidiaries, right (contingent or otherwise) to acquire the same. The term “Parent "Company Material Adverse Effect” " means a material any changes in or effects on the business of Company that is materially adverse effect on to the business, propertiescondition (financial or otherwise), financial condition assets (tangible or intangible), liabilities (including contingent liabilities), or results of operations or prospects of Parent and its subsidiaries taken as a whole or on the ability of Parent and Merger Sub to consummate the transactions contemplated by this AgreementCompany, except, in each case, except for any such effect attributable to changes or effects principally resulting from or principally arising in connection with (i) general economic, capital market, regulatory or political conditions, any outbreak of hostilities or war (including acts of terrorism), natural disasters or other force majeure events, in each case in changes affecting the United States or elsewhere, provided, however, wireless telecommunications equipment industry that any such condition or event which disproportionately impacts Parent or its subsidiaries taken as do not have a whole, relative to other industry participants, may be considered to the extent of such disproportionate impactimpact on Company, (ii) any changes in or events or general economic conditions generally affecting the oil and gas exploration and development industry or exploration and production companies of a similar size to Parent (including changes in commodity prices and general market prices)that do not disproportionately impact Company, (iii) changes in lawsand of itself, regulations or GAAP or interpretations thereofany change in the trading price of the Company Common Stock (including any proceedings which may be initiated by Nasdaq with respect to the listing status of the Company Common Stock based on the failure of the trading price to meet the minimum bid requirements), (iv) the announcement or pendency taking of this Agreement, any actions taken in compliance with action expressly required by the terms of this Agreement or (v) a decline in commercial product revenues attributable to the consummation public announcement of the Merger, (v) any failure by Parent to meet estimates of revenues or earnings for any period ending after the date of this Agreement, provided that this clause (v) does not prevent a determination that any underlying causes of such failure resulted in or contributed to a Parent Material Adverse Effect, (vi) fluctuations in currency exchange rates, (vii) the downgrade in rating of any debt securities of Parent by Standard & Poor’s Rating Group, Xxxxx’x Investor Services, Inc. or Fitch Ratings, provided that this clause (vii) does not prevent a determination that any underlying causes of such downgrade resulted in or contributed to a Parent Material Adverse Effect or (viii) changes in the price or trading volume of Parent’s stock, provided that this clause (viii) does not prevent a determination that any underlying causes of such changes resulted in or contributed to a Parent Material Adverse Effect. A true and complete list of all Parent’sSECTION 3.02

Organization and Qualification; Subsidiaries. Each of Parent and each subsidiary of Parent (the "PARENT SUBSIDIARIES") is a SOCIETE ANONYME, corporation or other entity duly incorporated and organized, validly existing and in good standing under the laws of the State jurisdiction of Delaware, its incorporation or organization and Merger Sub is a limited liability company duly organized and validly existing in good standing under the laws of the State of Delaware. Each of Parent and Merger Sub has the all requisite corporate or other power and authority to own or own, lease and operate its properties and to carry on its business as it is now being conducted and is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it or the character of the properties owned or leased by it makes such licensing or qualification necessaryconducted, except where the failure failures to be so licensed organized, existing or qualified would notin good standing or to have such corporate or other power and authority have not had, and could not reasonably be expected to have, individually or in the aggregate, have a Parent Material Adverse Effect on Parent (as defined below). Each subsidiary of Parent (i) and the Parent Subsidiaries is duly organized and validly existing under the laws of its jurisdiction of organization, (ii) has the requisite corporate qualified or other business entity power and authority to own or lease its properties and to carry on its business licensed as it is now being conducted and (iii) is duly licensed or qualified a foreign corporation to do business business, and is in good standing, in each jurisdiction in which the nature of the business conducted by it or where the character of the properties owned owned, leased or leased operated by it or the nature of its business makes such qualification or licensing or qualification necessary, except for such failures to be so qualified or licensed and in each casegood standing that have not had, except as would notand could not reasonably be expected to have, individually or in the aggregate, have a Parent Material Adverse Effect. When used The term "PARENT MATERIAL ADVERSE EFFECT" means any change in connection with Parent or any of its subsidiaries, the term “Parent Material Adverse Effect” means a material adverse effect on the business of Parent and the Parent Subsidiaries that is materially adverse to the business, propertiesassets, financial condition or results of operations of Parent and its subsidiaries taken as a whole or on the ability of Parent and Merger Sub to consummate the transactions contemplated by this Agreement, except, in each case, for any such effect attributable to (i) general economic, capital market, regulatory or political conditions, any outbreak of hostilities or war (including acts of terrorism), natural disasters or other force majeure events, in each case in the United States or elsewhere, provided, however, that any such condition or event which disproportionately impacts Parent or its subsidiaries Subsidiaries taken as a whole, relative to other except for any such change or effect resulting from or arising out of (i) changes in circumstances or conditions affecting the advertising industry participants, may be considered to the extent of such disproportionate impactin general, (ii) changes in general United States or events global economic or business conditions generally affecting the oil and gas exploration and development industry or exploration and production companies of a similar size to Parent (including changes in commodity prices and general market prices), financial markets or (iii) changes in laws, regulations or GAAP or interpretations thereof, (iv) the announcement or pendency of this Agreement, any actions taken in compliance with this Agreement or the consummation of transactions contemplated hereby. Parent has heretofore made available to the Merger, (v) any failure by Parent to meet estimates of revenues or earnings for any period ending after the date of this Agreement, provided that this clause (v) does not prevent Company a determination that any underlying causes of such failure resulted in or contributed to a Parent Material Adverse Effect, (vi) fluctuations in currency exchange rates, (vii) the downgrade in rating of any debt securities of Parent by Standard & Poor’s Rating Group, Xxxxx’x Investor Services, Inc. or Fitch Ratings, provided that this clause (vii) does not prevent a determination that any underlying causes of such downgrade resulted in or contributed to a Parent Material Adverse Effect or (viii) changes in the price or trading volume complete and correct copy of Parent’s stock's STATUTS and Certificate of Incorporation (KBIS) and the Certificate of Incorporation and By-Laws of Merger Sub. Such STATUTS, provided that this clause Certificate of Incorporation (viii) does not prevent a determination that any underlying causes KBIS), Certificate of such changes resulted Incorporation and By-Laws are in or contributed to a Parent Material Adverse Effect. A true full force and complete list of all Parent’seffect.

Organization and Qualification; Subsidiaries. Parent The Company and each of its subsidiaries is a corporation duly incorporated and organized, validly existing and in good standing (with respect to jurisdictions that recognize the concept of good standing) under the laws Laws of the State jurisdiction of Delaware, its organization and Merger Sub is a limited liability company duly organized and validly existing in good standing under the laws of the State of Delaware. Each of Parent and Merger Sub has the all requisite corporate or similar power and authority to own or own, lease and operate its properties and to carry on its business as it is now being conducted and is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it or the character of the properties owned or leased by it makes such licensing or qualification necessaryconducted, except where the any such failure to be so licensed in good standing or qualified would notto have such power or authority, individually or in the aggregate, have (x) has not had, and would not reasonably be expected to have, a Parent Company Material Adverse Effect on Parent and (as defined below)y) would not reasonably be expected to prevent, materially delay or materially impede the ability of the Company to consummate the Merger or the other transactions contemplated by this Agreement. Each subsidiary The Company and each of Parent (i) its subsidiaries is duly organized and validly existing under the laws of its jurisdiction of organization, (ii) has the requisite corporate qualified or other business entity power and authority to own or lease its properties and to carry on its business as it is now being conducted and (iii) is duly licensed or qualified to do business business, and is in good standing (with respect to jurisdictions that recognize the concept of good standing) in each jurisdiction in which where the nature character of the business conducted its properties owned, leased or operated by it or the character conduct of its business or the properties owned or leased by it nature of its activities makes such qualification or licensing or qualification necessary, except for any such failure to be so qualified or licensed or in each case, except as would notgood standing which, individually or in the aggregate, have (x) has not had, and would not reasonably be expected to have, a Parent Company Material Adverse Effect and (y) would not reasonably be expected to prevent, materially delay or materially impede the ability of the Company to consummate the Merger or the other transactions contemplated by this Agreement. "Company Material Adverse Effect. When used in connection with Parent " means any change, event, circumstance or any of its subsidiarieseffect, the term “Parent Material Adverse Effect” means taken as a material whole, that has been or would be materially adverse effect on to the business, assets, properties, liabilities, financial condition or results of operations of Parent the Company and its subsidiaries taken as a whole or on the ability of Parent and Merger Sub to consummate the transactions contemplated by this Agreement, except, in each case, for any such effect attributable to (i) general economic, capital market, regulatory or political conditions, any outbreak of hostilities or war (including acts of terrorism), natural disasters or other force majeure events, in each case in the United States or elsewhere, provided, however, that any such condition or event which disproportionately impacts Parent or its subsidiaries taken as a whole, relative to other industry participantsthan any change, may be considered to event, circumstance or effect resulting from (i) changes after the extent of such disproportionate impactdate hereof in general economic conditions, (ii) changes after the date hereof in any Laws or events applicable accounting regulations or conditions generally affecting the oil and gas exploration and development industry or exploration and production companies of a similar size to Parent (including changes in commodity prices and general market prices)principles, (iii) changes in laws, regulations actions taken by the Company or GAAP its subsidiaries as required by the provisions of this Agreement or interpretations thereof, (iv) the announcement or pendency of this Agreement, any actions taken in compliance with this Agreement or the consummation any of the Merger, (v) any failure by Parent to meet estimates of revenues or earnings for any period ending after the date of this Agreement, transactions contemplated hereby; provided that this clause the exceptions set forth in clauses (viii) does and (iv) shall not prevent a determination that apply with respect to (x) the representations and warranties set forth in Sections 3.4, 3.5 and 3.17, the absence of conflict or similar representations set forth in Sections 3.10(f) or with respect to the effects of any underlying causes breach of such failure resulted in or contributed to a Parent Material Adverse Effect, (vi) fluctuations in currency exchange rates, (vii) the downgrade in rating of any debt securities of Parent by Standard & Poor’s Rating Group, Xxxxx’x Investor Services, Inc. or Fitch Ratings, provided that this clause (vii) does not prevent a determination that any underlying causes of such downgrade resulted in or contributed to a Parent Material Adverse Effect representations and warranties or (viiiy) changes in Sections 6.8 or 7.1. Section 3.1 of the price or trading volume of Parent’s stock, provided that this clause (viii) does not prevent Company Disclosure Schedule sets forth a determination that any underlying causes of such changes resulted in or contributed to a Parent Material Adverse Effect. A true and complete list of all Parent’sthe material subsidiaries that are owned directly or indirectly by the Company. Other than as set forth in Section 3.1 of the Company Disclosure Schedule and other than subsidiaries of the Company, the Company does not own, directly or indirectly, any capital stock or other equity interests in any other person having a fair market value in excess of $10,000,000.

Organization and Qualification; Subsidiaries. Parent Each of Tyrol -------------------------------------------- Therapeutics and each subsidiary of Tyrol Therapeutics (the "Tyrol Therapeutics Subsidiaries") is a corporation limited liability company duly incorporated and incorporated, validly existing and in good standing under the laws of the State jurisdiction of Delaware, its organization and Merger Sub is a limited liability company duly organized and validly existing in good standing under the laws of the State of Delaware. Each of Parent and Merger Sub has the all requisite corporate power and authority to own or own, lease and operate its properties and to carry on its business as it is now being conducted and is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it or the character of the properties owned or leased by it makes such licensing or qualification necessaryconducted, except where the failure to be so licensed organized, existing or qualified would notin good standing or to have such power, have not had, and could not reasonably be expected to have, individually or in the aggregate, have a Parent Tyrol Therapeutics Material Adverse Effect on Parent (as defined below). Each subsidiary of Parent (i) Tyrol Therapeutics and Tyrol Therapeutics Subsidiaries is duly organized and validly existing under the laws of its jurisdiction of organization, (ii) has the requisite corporate qualified or other business licensed as a foreign entity power and authority to own or lease its properties and to carry on its business as it is now being conducted and (iii) is duly licensed or qualified to do business business, and is in good standing, in each jurisdiction in which the nature of the business conducted by it or where the character of the properties owned owned, leased or leased operated by it or the nature of its business makes such qualification or licensing or qualification necessary, except for such failures to be so qualified or licensed and in each casegood standing that have not had, except as would notand could not reasonably be expected to have, individually or in the aggregate, have a Parent Tyrol Therapeutics Material Adverse Effect. When used in connection with Parent or any of its subsidiaries, the The term “Parent "Tyrol Therapeutics Material Adverse Effect” " means a material adverse any change in or effect on the business, properties, business of Tyrol Therapeutics and Tyrol Therapeutics Subsidiaries that is materially adverse to the financial condition or results of operations of Parent Tyrol Therapeutics and its subsidiaries Tyrol Therapeutics Subsidiaries taken as a whole whole, except for any such changes or on the ability of Parent and Merger Sub to consummate effects resulting from or arising in connection with (i) this Agreement or the transactions contemplated by this AgreementAgreement or the announcement hereof, except, (ii) any changes in each case, for any such effect attributable to (i) general economic, capital market, regulatory or political conditions, any outbreak of hostilities conditions or war (including acts of terrorism), natural disasters or other force majeure events, in each case in the United States or elsewhere, provided, however, that any such condition or event which disproportionately impacts Parent or its subsidiaries taken as a whole, relative to other industry participants, may be considered to the extent of such disproportionate impact, (ii) changes in or events or conditions generally affecting the oil and gas exploration and development industry or exploration and production companies of a similar size to Parent (including changes in commodity prices and general market prices), (iii) changes in laws, regulations any issue or GAAP or interpretations thereof, (iv) the announcement or pendency of this Agreement, any actions taken in compliance with this Agreement or the consummation of the Merger, (v) any failure by Parent condition otherwise known to meet estimates of revenues or earnings for any period ending after Tyrol Therapeutics prior to the date of this Agreement, provided that this clause (v) does not prevent a determination that any underlying causes of such failure resulted in or contributed to a Parent Material Adverse Effect, (vi) fluctuations in currency exchange rates, (vii) the downgrade in rating of any debt securities of Parent by Standard & Poor’s Rating Group, Xxxxx’x Investor Services, Inc. or Fitch Ratings, provided that this clause (vii) does not prevent a determination that any underlying causes of such downgrade resulted in or contributed to a Parent Material Adverse Effect or (viii) changes in the price or trading volume of Parent’s stock, provided that this clause (viii) does not prevent a determination that any underlying causes of such changes resulted in or contributed to a Parent Material Adverse Effect. A true and complete list of all Parent’s.

Organization and Qualification; Subsidiaries. Parent The Company is -------------------------------------------- a corporation duly organized, validly existing and in good standing under the Laws of the State of Delaware. Each of the Company's subsidiaries is a corporation duly incorporated and organized, validly existing and in good standing under the laws of the State jurisdiction of Delaware, its incorporation. The Company and Merger Sub is a limited liability company duly organized and validly existing in good standing under the laws each of the State of Delaware. Each of Parent and Merger Sub its subsidiaries has the requisite corporate power and authority to own own, operate or lease its properties and to carry on its business as it is now being conducted conducted, and is duly qualified or licensed or qualified to do business business, and is in good standing, in each jurisdiction in which the nature of the its business conducted by it or the character of the properties owned owned, operated or leased by it makes such qualification, licensing or qualification good standing necessary, except where the failure to have such power or authority, or the failure to be so qualified, licensed or qualified in good standing, would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect on Parent (as defined below)the Company. Each subsidiary of Parent (i) is duly organized and validly existing under the laws of its jurisdiction of organization, (ii) has the requisite corporate or other business entity power and authority to own or lease its properties and to carry on its business as it is now being conducted and (iii) is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it or the character of the properties owned or leased by it makes such licensing or qualification necessary, in each case, except as would not, individually or in the aggregate, have a Parent The term "Material Adverse Effect. When Effect on the Company," as used in connection with Parent this Agreement, means any change in or any of its subsidiaries, the term “Parent Material Adverse Effect” means a material adverse effect on the business, propertiesassets, liabilities, financial condition or results of operations of Parent the Company and its subsidiaries taken as a whole that, individually or on the ability of Parent and Merger Sub to consummate the transactions contemplated by this Agreement, except, in each case, for any such effect attributable to (i) general economic, capital market, regulatory or political conditions, any outbreak of hostilities or war (including acts of terrorism), natural disasters or other force majeure events, in each case in the United States or elsewhereaggregate with all other changes and effects, provided, however, that any such condition or event which disproportionately impacts Parent or would reasonably be expected to be materially adverse to the Company and its subsidiaries taken as a whole, relative other than (a) the effects of changes that are generally applicable to other industry participants(i) the United States economy or securities markets, may be considered or (ii) the world economy or international securities markets, and (b) changes or effects to the extent arising from the announcement of such disproportionate impact, (ii) changes in or events or conditions generally affecting this Agreement and the oil and gas exploration and development industry or exploration and production companies of a similar size to Parent transactions contemplated hereby (including changes the sale or other disposition of the Excluded Business and the shut- down of the NAS Business (excluding the Excluded Business) (each as defined in commodity prices and general market prices), (iiiSection 6.13 hereof) changes in laws, regulations or GAAP or interpretations thereof, (iv) the announcement or pendency of this Agreement, any actions taken in compliance with contemplated by this Agreement and any loss of relationships with customers, suppliers, distributors, sales representatives or employees or the consummation delay or cancellation of orders for products or services, in each case to the Mergerextent arising from such announcement); provided, (v) any failure by Parent to meet estimates of revenues or earnings for any period ending after the date of this Agreement, provided that this clause (v) does not prevent a determination that any underlying causes of such failure resulted in or contributed to a Parent Material Adverse Effect, (vi) fluctuations in currency exchange rates, (vii) the downgrade in rating of any debt securities of Parent by Standard & Poor’s Rating Group, Xxxxx’x Investor Services, Inc. or Fitch Ratings, provided that this clause (vii) does not prevent a determination that any underlying causes of such downgrade resulted in or contributed to a Parent Material Adverse Effect or (viii) changes change in the market price or trading volume of Parent’s stockthe Common Shares shall not, provided in and of itself, constitute a Material Adverse Effect on the Company (it being understood that this clause (viii) does proviso shall not prevent a determination that exclude any underlying causes of such changes change or effect which resulted in such change in the market price or contributed trading volume). The Company has heretofore provided to Parent and the Purchaser a complete and correct copy of the certificate of incorporation and the bylaws or comparable organizational documents, each as amended to the date hereof, of the Company and each of its subsidiaries, and has provided a complete and correct copy of the Rights Agreement as amended to the date hereof. Neither the Company nor any of its subsidiaries is in violation of or default under any of the provisions of its respective certificate of incorporation, bylaws or comparable organizational documents. The Company has made available to Parent Material Adverse Effect. A and its representatives true and complete list copies of the minutes of all Parent’smeetings of the stockholders, the Board of Directors and each committee of the Board of Directors of the Company held since January 1, 1998, and such minutes accurately reflect all proceedings of the stockholders and Board of Directors (and all committees thereof) of the Company.

Organization and Qualification; Subsidiaries. Parent Each of xXXxX*s and its subsidiaries is a corporation duly incorporated and organized, validly existing and in good standing under the laws of the State jurisdiction of Delaware, its incorporation and Merger Sub is a limited liability company duly organized and validly existing in good standing under the laws of the State of Delaware. Each of Parent and Merger Sub has the requisite corporate power and authority and is in possession of all franchises, grants, authorizations, licenses, permits, easements, consents, certificates, approvals and orders ("Approvals") necessary to own own, lease and operate the properties it purports to own, lease or lease its properties operate and to carry on its business as it is now being conducted and is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it or the character of the properties owned or leased by it makes such licensing or qualification necessaryconducted, except where the failure to be so licensed organized, existing and in good standing or qualified to have such power, authority and Approvals would not, individually or in the aggregate, not have a Parent Material Adverse Effect on Parent (as defined below). Each subsidiary of Parent (i) xXXxX*s and its subsidiaries is duly organized and validly existing under the laws of its jurisdiction of organization, (ii) has the requisite corporate qualified or other business entity power and authority to own or lease its properties and to carry on its business licensed as it is now being conducted and (iii) is duly licensed or qualified a foreign corporation to do business business, and is in good standing, in each jurisdiction in which where the nature character of the business conducted its properties owned, leased or operated by it or the character nature of the properties owned or leased by it its activities makes such qualification or licensing or qualification necessary, except for such failures to be so duly qualified or licensed and in each case, except as good standing that would not, individually or in the aggregate, not have a Parent Material Adverse Effect. When used in connection with Parent xXXxX*s does not directly or indirectly own any equity or similar interest in, or any of its subsidiariesinterest convertible into or exchangeable or exercisable for any equity or similar interest in, the term “Parent any corporation, partnership, joint venture or other business association or entity. "Material Adverse Effect” means a material " shall mean, with respect to any party hereto, any change, event or effect that, when taken together with all other adverse effect on changes, events or effects, is or is reasonably likely to be materially adverse to the business, properties, financial condition condition, assets or results liabilities of operations of Parent such party and its subsidiaries taken as a whole or on the ability of Parent and Merger Sub to consummate the transactions contemplated by this Agreement, except, in each case, for any such effect attributable to (i) general economic, capital market, regulatory or political conditions, any outbreak of hostilities or war (including acts of terrorismif applicable), natural disasters or other force majeure events, in each case in the United States or elsewhere, provided, however, that any such condition or event which disproportionately impacts Parent or its subsidiaries taken as a whole, relative to other industry participants, may be considered or to the extent ability of such disproportionate impactparty to perform its obligations under this Agreement; PROVIDED, HOWEVER, that changes, events or effects that are applicable to or arise out of (i) any changes in economic, regulatory or political conditions generally, (ii) changes in this Agreement or events or conditions generally affecting the oil and gas exploration and development industry or exploration and production companies of a similar size to Parent (including changes in commodity prices and general market prices)transactions contemplated hereby, (iii) changes in laws, regulations the industry of such party generally or GAAP or interpretations thereof, (iv) the announcement or pendency of this Agreement, any actions taken in compliance with this Agreement or the consummation effect of the Mergerpublic announcement of the transactions contemplated hereby, (v) any failure by Parent to meet estimates shall be excluded from the definition of revenues or earnings for any period ending after the date of this Agreement, provided that this clause (v) does not prevent a determination that any underlying causes of such failure resulted in or contributed to a Parent Material Adverse Effect, (vi) fluctuations in currency exchange rates, (vii) the downgrade in rating of any debt securities of Parent by Standard & Poor’s Rating Group, Xxxxx’x Investor Services, Inc. or Fitch Ratings, provided that this clause (vii) does not prevent a determination that any underlying causes of such downgrade resulted in or contributed to a Parent Material Adverse Effect or (viii) changes in the price or trading volume of Parent’s stock, provided that this clause (viii) does not prevent and from any determination as to whether a determination that any underlying causes of such changes resulted in or contributed to a Parent Material Adverse Effect. A true and complete list of all Parent’sEffect has occurred or may occur.

Organization and Qualification; Subsidiaries. Parent Each of -------------------------------------------- Pathogenics and each subsidiary of Pathogenics (the "Pathogenics Subsidiaries") is a corporation duly incorporated and incorporated, validly existing and in good standing under the laws of the State jurisdiction of Delaware, its incorporation and Merger Sub is a limited liability company duly organized and validly existing in good standing under the laws of the State of Delaware. Each of Parent and Merger Sub has the all corporate requisite corporate power and authority and all necessary governmental approvals to own or own, lease and operate its properties and to carry on its business as it is now being conducted and is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it or the character of the properties owned or leased by it makes such licensing or qualification necessaryconducted, except where the failure to be so licensed organized, existing or qualified would notin good standing or to have such corporate power, authority and governmental approvals have not had, and could not reasonably be expected to have, individually or in the aggregate, have a Parent Pathogenics Material Adverse Effect on Parent (as defined below). Each subsidiary of Parent (i) Pathogenics and Pathogenics Subsidiaries is duly organized and validly existing under the laws of its jurisdiction of organization, (ii) has the requisite corporate qualified or other business entity power and authority to own or lease its properties and to carry on its business licensed as it is now being conducted and (iii) is duly licensed or qualified a foreign corporation to do business business, and is in good standing, in each jurisdiction in which the nature of the business conducted by it or where the character of the properties owned owned, leased or leased operated by it or the nature of its business makes such qualification or licensing or qualification necessary, except for such failures to be so qualified or licensed and in each casegood standing that have not had, except as would notand could not reasonably be expected to have, individually or in the aggregate, have a Parent Pathogenics Material Adverse Effect. When used in connection with Parent or any of its subsidiaries, the The term “Parent "Pathogenics Material Adverse Effect” " means a material adverse any change in or effect on the business, properties, business of Pathogenics and Pathogenics Subsidiaries that is materially adverse to the financial condition or results of operations of Parent Pathogenics and its subsidiaries Pathogenics Subsidiaries taken as a whole whole, except for any such changes or on the ability of Parent and Merger Sub to consummate effects resulting from or in connection with (i) this Agreement or the transactions contemplated by this AgreementAgreement or the announcement hereof, except, (ii) any changes in each case, for any such effect attributable to (i) general economic, capital market, regulatory or political conditions, any outbreak of hostilities conditions or war (including acts of terrorism), natural disasters or other force majeure events, in each case in the United States or elsewhere, provided, however, that any such condition or event which disproportionately impacts Parent or its subsidiaries taken as a whole, relative to other industry participants, may be considered to the extent of such disproportionate impact, (ii) changes in or events or conditions generally affecting the oil and gas exploration and development industry or exploration and production companies of a similar size to Parent (including changes in commodity prices and general market prices), (iii) changes in laws, regulations any issue or GAAP or interpretations thereof, (iv) the announcement or pendency of this Agreement, any actions taken in compliance with this Agreement or the consummation of the Merger, (v) any failure by Parent condition otherwise known to meet estimates of revenues or earnings for any period ending after Tyrol Therapeutics prior to the date of this Agreement, provided that this clause (v) does not prevent a determination that any underlying causes of such failure resulted in or contributed to a Parent Material Adverse Effect, (vi) fluctuations in currency exchange rates, (vii) the downgrade in rating of any debt securities of Parent by Standard & Poor’s Rating Group, Xxxxx’x Investor Services, Inc. or Fitch Ratings, provided that this clause (vii) does not prevent a determination that any underlying causes of such downgrade resulted in or contributed to a Parent Material Adverse Effect or (viii) changes in the price or trading volume of Parent’s stock, provided that this clause (viii) does not prevent a determination that any underlying causes of such changes resulted in or contributed to a Parent Material Adverse Effect. A true and complete list of all Parent’s.

Organization and Qualification; Subsidiaries. Each of Parent and each subsidiary of Parent (the "Parent Subsidiaries") is a societe anonyme, corporation or other entity duly incorporated and organized, validly existing and in good standing under the laws of the State jurisdiction of Delaware, its incorporation or organization and Merger Sub is a limited liability company duly organized and validly existing in good standing under the laws of the State of Delaware. Each of Parent and Merger Sub has the all requisite corporate or other power and authority to own or own, lease and operate its properties and to carry on its business as it is now being conducted and is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it or the character of the properties owned or leased by it makes such licensing or qualification necessaryconducted, except where the failure failures to be so licensed organized, existing or qualified would notin good standing or to have such corporate or other power and authority have not had, and could not reasonably be expected to have, individually or in the aggregate, have a Parent Material Adverse Effect on Parent (as defined below). Each subsidiary of Parent (i) and the Parent Subsidiaries is duly organized and validly existing under the laws of its jurisdiction of organization, (ii) has the requisite corporate qualified or other business entity power and authority to own or lease its properties and to carry on its business licensed as it is now being conducted and (iii) is duly licensed or qualified a foreign corporation to do business business, and is in good standing, in each jurisdiction in which the nature of the business conducted by it or where the character of the properties owned owned, leased or leased operated by it or the nature of its business makes such qualification or licensing or qualification necessary, except for such failures to be so qualified or licensed and in each casegood standing that have not had, except as would notand could not reasonably be expected to have, individually or in the aggregate, have a Parent Material Adverse Effect. When used in connection with Parent or any of its subsidiaries, the The term “"Parent Material Adverse Effect” " means a material adverse any change in or effect on the business of Parent and the Parent Subsidiaries that is materially adverse to the business, propertiesassets, financial condition or results of operations of Parent and its subsidiaries taken as a whole or on the ability of Parent and Merger Sub to consummate the transactions contemplated by this Agreement, except, in each case, for any such effect attributable to (i) general economic, capital market, regulatory or political conditions, any outbreak of hostilities or war (including acts of terrorism), natural disasters or other force majeure events, in each case in the United States or elsewhere, provided, however, that any such condition or event which disproportionately impacts Parent or its subsidiaries Subsidiaries taken as a whole, relative to other except for any such change or effect resulting from or arising out of (i) changes in circumstances or conditions affecting the advertising industry participants, may be considered to the extent of such disproportionate impactin general, (ii) changes in general United States or events global economic or business conditions generally affecting the oil and gas exploration and development industry or exploration and production companies of a similar size to Parent (including changes in commodity prices and general market prices), financial markets or (iii) changes in laws, regulations or GAAP or interpretations thereof, (iv) the announcement or pendency of this Agreement, any actions taken in compliance with this Agreement or the consummation of transactions contemplated hereby. Parent has heretofore made available to the Merger, (v) any failure by Parent to meet estimates of revenues or earnings for any period ending after the date of this Agreement, provided that this clause (v) does not prevent Company a determination that any underlying causes of such failure resulted in or contributed to a Parent Material Adverse Effect, (vi) fluctuations in currency exchange rates, (vii) the downgrade in rating of any debt securities of Parent by Standard & Poor’s Rating Group, Xxxxx’x Investor Services, Inc. or Fitch Ratings, provided that this clause (vii) does not prevent a determination that any underlying causes of such downgrade resulted in or contributed to a Parent Material Adverse Effect or (viii) changes in the price or trading volume complete and correct copy of Parent’s stock's statuts and Certificate of Incorporation (Kbis) and the Certificate of Incorporation and By-Laws of Merger Sub. Such statuts, provided that this clause Certificate of Incorporation (viii) does not prevent a determination that any underlying causes Kbis), Certificate of such changes resulted Incorporation and By-Laws are in or contributed to a Parent Material Adverse Effect. A true full force and complete list of all Parent’seffect.

Organization and Qualification; Subsidiaries. Each of Parent, Merger Sub and each other subsidiary of Parent (together with Merger Sub, the "Parent Subsidiaries") has been duly organized and is a corporation duly incorporated and validly existing and in good standing (to the extent applicable) under the laws of the State jurisdiction of Delawareits incorporation or organization, as the case may be, and Merger Sub is a limited liability company duly organized and validly existing in good standing under the laws of the State of Delaware. Each of Parent and Merger Sub has the requisite corporate power and authority and all necessary governmental approvals to own or own, lease and operate its properties and to carry on its business as it is now being conducted and is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it or the character of the properties owned or leased by it makes such licensing or qualification necessaryconducted, except where the failure to be so licensed or qualified would notorganized, individually existing or in the aggregategood standing or to have such power, have a Parent Material Adverse Effect on Parent (as defined below). Each subsidiary of Parent (i) is duly organized authority and validly existing under the laws of its jurisdiction of organization, (ii) has the requisite corporate or other business entity power and authority to own or lease its properties and to carry on its business as it is now being conducted and (iii) is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it or the character of the properties owned or leased by it makes such licensing or qualification necessary, in each case, except as governmental approvals would not, individually or in the aggregate, have a Parent Material Adverse Effect. When used Each of Parent and each Parent Subsidiary is duly qualified or licensed to do business, and is in connection with Parent good standing (to the extent applicable), in each jurisdiction where the character of the properties owned, leased or any operated by it or the nature of its subsidiariesbusiness makes such qualification or licensing necessary, except for such failures to be so qualified or licensed and in good standing that would not, individually or in the term “Parent Material Adverse Effect” means a material adverse aggregate, have any change in or effect on the business of Parent and the Parent Subsidiaries that is, or is reasonably likely to be, materially adverse to the business, propertiesassets (including intangible assets), liabilities (contingent or otherwise), condition (financial condition or otherwise) or results of operations of Parent and its subsidiaries the Parent Subsidiaries taken as a whole or on the ability of Parent and Merger Sub to consummate the transactions contemplated by this Agreement, except, in each case, for any such effect attributable to (i) general economic, capital market, regulatory or political conditions, any outbreak of hostilities or war (including acts of terrorism), natural disasters or other force majeure events, in each case in the United States or elsewhere, provided, however, that any such condition or event which disproportionately impacts Parent or its subsidiaries taken as a whole, relative to other industry participants, may be considered to the extent of such disproportionate impact, (ii) changes in or events or conditions generally affecting the oil and gas exploration and development industry or exploration and production companies of a similar size to Parent (including changes in commodity prices and general market prices), (iii) changes in laws, regulations or GAAP or interpretations thereof, (iv) the announcement or pendency of this Agreement, any actions taken in compliance with this Agreement or the consummation of the Merger, (v) any failure by Parent to meet estimates of revenues or earnings for any period ending after the date of this Agreement, provided that this clause (v) does not prevent a determination that any underlying causes of such failure resulted in or contributed to a "Parent Material Adverse Effect, "). Section 4.01(a) of the Disclosure Schedule delivered by Parent to the Company prior to the execution of this Agreement (vithe "Parent Disclosure Schedule") fluctuations in currency exchange rates, (vii) the downgrade in rating of any debt securities of Parent by Standard & Poor’s Rating Group, Xxxxx’x Investor Services, Inc. or Fitch Ratings, provided that this clause (vii) does not prevent sets forth a determination that any underlying causes of such downgrade resulted in or contributed to a Parent Material Adverse Effect or (viii) changes in the price or trading volume of Parent’s stock, provided that this clause (viii) does not prevent a determination that any underlying causes of such changes resulted in or contributed to a Parent Material Adverse Effect. A true complete and complete correct list of all Parent’sof Parent Subsidiaries. Except as set forth in Section 4.01(b) of the Parent Disclosure Schedule, neither Parent nor any Parent Subsidiary holds any interest in any corporation, limited liability company, partnership, joint venture or other legal entity of any kind.

Organization and Qualification; Subsidiaries. Parent Each of NGP and each subsidiary of NGP (the "NGP SUBSIDIARIES") has been duly organized, and is a corporation duly incorporated and validly existing and in good standing under the laws of the State jurisdiction of Delawareits incorporation or organization, as the case may be, and Merger Sub is a limited liability company duly organized and validly existing in good standing under the laws of the State of Delaware. Each of Parent and Merger Sub has the requisite corporate power and authority to own or own, lease and operate its properties and to carry on its business as it is now being conducted and is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it or the character of the properties owned or leased by it makes such licensing or qualification necessaryconducted, except where the failure to be so licensed organized, existing or qualified in good standing or to have such power, authority and governmental approvals would not, individually or in the aggregate, reasonably be expected to have a Parent NGP Material Adverse Effect on Parent (as defined below)Effect. Each subsidiary of Parent (i) NGP and each of the NGP Subsidiaries is duly organized and validly existing under the laws of its jurisdiction of organization, (ii) has the requisite corporate qualified or other business entity power and authority to own or lease its properties and to carry on its business as it is now being conducted and (iii) is duly licensed or qualified to do business business, and is in good standing, in each jurisdiction in which the nature of the business conducted by it or where the character of the properties owned owned, leased or leased operated by it or the nature of its business makes such qualification or licensing or qualification necessary, except for such failures to be so qualified or licensed and in each case, except as good standing that would not, individually or in the aggregate, reasonably be expected to have a Parent NGP Material Adverse Effect. When used in connection with Parent For purposes of this Agreement, "NGP MATERIAL ADVERSE EFFECT" means any change, effect, circumstance or any of its subsidiaries, the term “Parent Material Adverse Effect” means a material event that is materially adverse effect on to the business, propertiesassets, liabilities, financial condition or results of operations operation of Parent NGP and its subsidiaries the NGP Subsidiaries, taken as a whole or on whole, excluding the ability effects of Parent and Merger Sub changes to consummate the transactions contemplated by this Agreement, except, in each case, for any such effect attributable extent related to (iA) general economic, capital market, regulatory or political conditions, any outbreak of hostilities or war (including acts of terrorism), natural disasters or other force majeure events, in each case conditions in the United States or elsewhere, provided, however, that any such condition global economy or event which disproportionately impacts Parent financial or its subsidiaries taken as a whole, relative to other industry participants, may be considered to the extent of such disproportionate impactcapital markets generally, (iiB) general changes in or events or conditions generally affecting the oil and gas exploration and development industry or exploration and production companies of a similar size to Parent (including changes in commodity prices legal, regulatory or business conditions or changes in U.S. GAAP or weather conditions) in or otherwise affecting the industries or businesses in which NGP and general market pricesthe NGP Subsidiaries operate (in the case of (A) or (B), except to the extent that such changes materially disproportionately affect NGP and the NGP Subsidiaries compared to the manner in which the changes affect the industries or businesses in which NGP and the NGP Subsidiaries operate) or (iiiC) changes in laws, regulations or GAAP or interpretations thereof, (iv) the announcement or pendency of this Agreement, any actions taken in compliance with this Agreement or the consummation of the Merger, (v) any failure by Parent to meet estimates of revenues or earnings for any period ending after the date of this Purchase Agreement, provided that this clause (v) does not prevent a determination that any underlying causes of such failure resulted in the announcement or contributed to a Parent Material Adverse Effect, (vi) fluctuations in currency exchange rates, (vii) performance hereof or thereof and the downgrade in rating of any debt securities of Parent by Standard & Poor’s Rating Group, Xxxxx’x Investor Services, Inc. transactions and obligations contemplated hereby or Fitch Ratings, provided that this clause (vii) does not prevent a determination that any underlying causes of such downgrade resulted in or contributed to a Parent Material Adverse Effect or (viii) changes in the price or trading volume of Parent’s stock, provided that this clause (viii) does not prevent a determination that any underlying causes of such changes resulted in or contributed to a Parent Material Adverse Effect. A true and complete list of all Parent’sthereby.

Organization and Qualification; Subsidiaries. Parent The -------------------------------------------- Company is a corporation duly incorporated and organized, validly existing and in good standing under the laws of the State of Delaware, and Merger Sub New York. Each of the Company's subsidiaries is a limited liability company corporation duly organized and organized, validly existing and in good standing under the laws of the State jurisdiction of Delawareits incorporation. Each The Company and each of Parent and Merger Sub its subsidiaries has the requisite corporate power and authority to own own, operate or lease its properties and to carry on its business as it is now being conducted conducted, and, except as set forth on Section 4.1 of the Company Disclosure Schedule, is duly qualified or licensed to do business, and is duly licensed or qualified to do business in good standing, in each jurisdiction in which the nature of the its business conducted by it or the character of the properties owned owned, operated or leased by it makes such qualification, licensing or qualification good standing necessary, except where the failure to have such power or authority, or the failure to be so qualified, licensed or qualified in good standing, would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect on Parent (as defined below)the Company. Each subsidiary of Parent (i) is duly organized and validly existing under the laws of its jurisdiction of organization, (ii) has the requisite corporate or other business entity power and authority to own or lease its properties and to carry on its business as it is now being conducted and (iii) is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it or the character of the properties owned or leased by it makes such licensing or qualification necessary, in each case, except as would not, individually or in the aggregate, have a Parent The term "Material Adverse Effect. When Effect on the Company," as used in connection with Parent this Agreement, means any change in or any of its subsidiaries, the term “Parent Material Adverse Effect” means a material adverse effect on the business, properties, financial condition or results of operations of Parent the Company or any of its subsidiaries that would reasonably be expected to be materially adverse to the Company and its subsidiaries taken as a whole or whole; provided, however, that -------- ------- "Material Adverse Effect on the ability of Parent and Merger Sub Company" shall not include any change, effect, condition, event or circumstance to consummate the transactions contemplated by this Agreement, except, in each case, for any such effect extent attributable to (i) general economicchanges, capital marketeffects, regulatory or political conditions, any outbreak of hostilities events or war (including acts of terrorism), natural disasters or other force majeure events, circumstances that generally affect the industries in each case in which the United States or elsewhere, provided, however, that any such condition or event which disproportionately impacts Parent or its subsidiaries taken as a whole, relative to other industry participants, may be considered to the extent of such disproportionate impactCompany operates, (ii) changes in general economic conditions or events change, effects, conditions or conditions generally circumstances affecting the oil and gas exploration and development industry U.S. securities markets generally or exploration and production companies of a similar size to Parent (including changes in commodity prices and general market prices), (iii) changes in lawschanges, regulations effects, conditions, events or GAAP or interpretations thereof, (iv) circumstances arising from the announcement or pendency of the execution of this Agreement, any actions taken in compliance with this Agreement . The Company has heretofore provided or made available to Parent and the consummation Purchaser a complete and correct copy of the MergerRestated Certificate of Incorporation and the By-Laws or comparable organizational documents, (v) any failure by Parent each as amended to meet estimates of revenues or earnings for any period ending after the date hereof, of this Agreement, the Company and each of its United States subsidiaries and has provided that this clause (v) does not prevent a determination that any underlying causes complete and correct copy of such failure resulted in or contributed the Rights Agreement as amended to a Parent Material Adverse Effect, (vi) fluctuations in currency exchange rates, (vii) the downgrade in rating of any debt securities of Parent by Standard & Poor’s Rating Group, Xxxxx’x Investor Services, Inc. or Fitch Ratings, provided that this clause (vii) does not prevent a determination that any underlying causes of such downgrade resulted in or contributed to a Parent Material Adverse Effect or (viii) changes in the price or trading volume of Parent’s stock, provided that this clause (viii) does not prevent a determination that any underlying causes of such changes resulted in or contributed to a Parent Material Adverse Effect. A true and complete list of all Parent’sdate hereof.

Organization and Qualification; Subsidiaries. Parent (a) Each entity that would be a subsidiary of Newco after giving effect to the Restructuring but without giving effect to the Merger (a "FLO-SUN SUBSIDIARY") is a corporation duly incorporated and incorporated, validly existing and in good standing under the laws Laws of the State jurisdiction of Delaware, its incorporation and Merger Sub is a limited liability company duly organized and validly existing in good standing under the laws of the State of Delaware. Each of Parent and Merger Sub has the requisite corporate power and authority and all necessary governmental approvals to own or own, lease and operate its properties and to carry on its business as it is now being conducted and is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it or the character of the properties owned or leased by it makes such licensing or qualification necessaryconducted, except where the failure to be so licensed organized, existing or qualified in good standing or to have such power, authority and governmental approvals would not, individually or in the aggregate, have a Parent Flo-Sun Material Adverse Effect on Parent (as defined below). Each subsidiary of Parent (i) Flo-Sun Subsidiary is duly organized and validly existing under the laws of its jurisdiction of organization, (ii) has the requisite corporate qualified or other business entity power and authority to own or lease its properties and to carry on its business licensed as it is now being conducted and (iii) is duly licensed or qualified a foreign corporation to do business business, and is in good standing, in each jurisdiction in which the nature of the business conducted by it or where the character of the properties owned owned, leased or leased operated by it or the nature of its business makes such qualification or licensing or qualification necessary, except for such failures to be so qualified or licensed and in each case, except as good standing that would not, individually or in the aggregate, have a Parent Flo-Sun Material Adverse Effect. When used The term "FLO-SUN MATERIAL ADVERSE EFFECT" means any adverse change, circumstance or effect that, individually or in connection the aggregate with Parent all other adverse changes, circumstances and effects, is or any of its subsidiaries, the term “Parent Material Adverse Effect” means a material is reasonably likely to be materially adverse effect on to the business, propertiesoperations, assets, liabilities (including, without limitation, contingent liabilities), financial condition or results of operations of Parent and its subsidiaries taken as a whole or on the ability of Parent and Merger Sub to consummate the transactions contemplated by this Agreement, except, in each case, for any such effect attributable to (i) general economic, capital market, regulatory or political conditions, any outbreak of hostilities or war (including acts of terrorism), natural disasters or other force majeure events, in each case in the United States or elsewhere, provided, however, that any such condition or event which disproportionately impacts Parent or its subsidiaries Flo-Sun Subsidiaries taken as a whole, relative to other industry participants, may be considered to the extent of such disproportionate impact, (ii) changes in or events or conditions generally affecting the oil and gas exploration and development industry or exploration and production companies of a similar size to Parent (including changes in commodity prices and general market prices), (iii) changes in laws, regulations or GAAP or interpretations thereof, (iv) the announcement or pendency of this Agreement, any actions taken in compliance with this Agreement or the consummation . Section 4.01 of the MergerFlo- Sun Disclosure Schedule sets forth, (v) any failure by Parent to meet estimates as of revenues or earnings for any period ending after the date of this Agreement, provided that this clause (v) does not prevent a determination that any underlying causes of such failure resulted in or contributed to a Parent Material Adverse Effect, (vi) fluctuations in currency exchange rates, (vii) the downgrade in rating of any debt securities of Parent by Standard & Poor’s Rating Group, Xxxxx’x Investor Services, Inc. or Fitch Ratings, provided that this clause (vii) does not prevent a determination that any underlying causes of such downgrade resulted in or contributed to a Parent Material Adverse Effect or (viii) changes in the price or trading volume of Parent’s stock, provided that this clause (viii) does not prevent a determination that any underlying causes of such changes resulted in or contributed to a Parent Material Adverse Effect. A true and complete list of all Parent’sof the Flo-Sun Subsidiaries, together with the jurisdiction of incorporation of each Flo-Sun Subsidiary, the percentage of each Flo-Sun Subsidiary's outstanding capital stock or other equity interests owned by FSI or other Flo-Sun Subsidiaries, as the case may be, and the name of each other holder of any such outstanding capital stock or other equity interests and the percentage so held with respect to each such Flo-Sun Subsidiary. There are no partnerships or joint venture arrangements or other business entities in which Newco or any Flo-Sun Subsidiary owns an equity interest that is material to the business of the Flo-Sun Subsidiaries taken as a whole.

Organization and Qualification; Subsidiaries. Parent Each of Digerati and each subsidiary of Digerati (the “Digerati Subsidiaries”) is a corporation duly incorporated and incorporated, validly existing and in good standing under the laws of the State jurisdiction of Delaware, its incorporation and Merger Sub is a limited liability company duly organized and validly existing in good standing under the laws of the State of Delaware. Each of Parent and Merger Sub has the all corporate requisite corporate power and authority and all necessary governmental approvals to own or own, lease and operate its properties and to carry on its business as it is now being conducted and is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it or the character of the properties owned or leased by it makes such licensing or qualification necessaryconducted, except where the failure to be so licensed organized, existing or qualified would notin good standing or to have such corporate power, authority and governmental approvals have not had, and could not reasonably be expected to have, individually or in the aggregate, have a Parent Digerati Material Adverse Effect on Parent (as defined below). Each subsidiary of Parent (i) Digerati and the Digerati Subsidiaries is duly organized and validly existing under the laws of its jurisdiction of organization, (ii) has the requisite corporate qualified or other business entity power and authority to own or lease its properties and to carry on its business licensed as it is now being conducted and (iii) is duly licensed or qualified a foreign corporation to do business business, and is in good standing, in each jurisdiction in which the nature of the business conducted by it or where the character of the properties owned owned, leased or leased operated by it or the nature of its business makes such qualification or licensing or qualification necessary, except for such failures to be so qualified or licensed and in each casegood standing that have not had, except as would notand could not reasonably be expected to have, individually or in the aggregate, have a Parent Digerati Material Adverse Effect. When used in connection with Parent or any of its subsidiaries, the The term “Parent Digerati Material Adverse Effect” means a material adverse any change in or effect on the business, properties, business of Digerati and the Digerati Subsidiaries that is materially adverse to the financial condition or results of operations of Parent Digerati and its subsidiaries the Digerati Subsidiaries taken as a whole whole, except for any such changes or on the ability of Parent and Merger Sub to consummate effects resulting from or in connection with (i) this Agreement or the transactions contemplated by this AgreementAgreement or the announcement hereof, except, (ii) any changes in each case, for any such effect attributable to (i) general economic, capital market, regulatory or political conditions, any outbreak of hostilities conditions or war (including acts of terrorism), natural disasters or other force majeure events, in each case in the United States or elsewhere, provided, however, that any such condition or event which disproportionately impacts Parent or its subsidiaries taken as a whole, relative to other industry participants, may be considered to the extent of such disproportionate impact, (ii) changes in or events or conditions generally affecting the oil and gas exploration and development industry or exploration and production companies of a similar size to Parent (including changes in commodity prices and general market prices), (iii) changes in laws, regulations any issue or GAAP or interpretations thereof, (iv) the announcement or pendency of this Agreement, any actions taken in compliance with this Agreement or the consummation of the Merger, (v) any failure by Parent condition otherwise known to meet estimates of revenues or earnings for any period ending after Digerati prior to the date of this Agreement, provided that this clause (v) does not prevent a determination that any underlying causes of such failure resulted in or contributed to a Parent Material Adverse Effect, (vi) fluctuations in currency exchange rates, (vii) the downgrade in rating of any debt securities of Parent by Standard & Poor’s Rating Group, Xxxxx’x Investor Services, Inc. or Fitch Ratings, provided that this clause (vii) does not prevent a determination that any underlying causes of such downgrade resulted in or contributed to a Parent Material Adverse Effect or (viii) changes in the price or trading volume of Parent’s stock, provided that this clause (viii) does not prevent a determination that any underlying causes of such changes resulted in or contributed to a Parent Material Adverse Effect. A true and complete list of all Parent’s.

Organization and Qualification; Subsidiaries. WAG, Parent, Merger Sub and each other subsidiary of Parent or WAG (the "PARENT SUBSIDIARIES") has been duly organized and is a corporation duly incorporated and validly existing and in good standing (to the extent applicable) under the laws of the State jurisdiction of Delawareits incorporation or organization, as the case may be, and Merger Sub is a limited liability company duly organized and validly existing in good standing under the laws of the State of Delaware. Each of Parent and Merger Sub has the requisite corporate power and authority and all necessary governmental approvals to own or own, lease and operate its properties and to carry on its business as it is now being conducted and is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it or the character of the properties owned or leased by it makes such licensing or qualification necessaryconducted, except where the failure to be so licensed organized, existing or qualified in good standing or to have such power, authority and governmental approvals would notnot reasonably be expected to have, individually or in the aggregate, have a Parent Material Adverse Effect on Effect. WAG, Parent, Merger Sub and each other Parent (as defined below). Each subsidiary of Parent (i) Subsidiary is duly organized and validly existing under the laws of its jurisdiction of organization, (ii) has the requisite corporate qualified or other business entity power and authority to own or lease its properties and to carry on its business as it is now being conducted and (iii) is duly licensed or qualified to do business business, and is in good standing (to the extent applicable), in each jurisdiction in which the nature of the business conducted by it or where the character of the properties owned owned, leased or leased operated by it or the nature of its business makes such qualification or licensing or qualification necessary, except for such failures to be so qualified or licensed and in each case, except as good standing that would notnot reasonably be expected to have, individually or in the aggregate, have a Parent Material Adverse Effect. When used in connection with Parent or any of its subsidiaries, the term “Parent Material Adverse Effect” means a material adverse effect on the business, properties, financial condition or results of operations of Parent and its subsidiaries taken as a whole or on the ability of Parent and Merger Sub to consummate the transactions contemplated by this Agreement, except, in each case, for any such effect attributable to (ib) general economic, capital market, regulatory or political conditions, any outbreak of hostilities or war (including acts of terrorism), natural disasters or other force majeure events, in each case in the United States or elsewhere, provided, however, that any such condition or event which disproportionately impacts Parent or its subsidiaries taken as a whole, relative to other industry participants, may be considered to the extent of such disproportionate impact, (ii) changes in or events or conditions generally affecting the oil and gas exploration and development industry or exploration and production companies of a similar size to Parent (including changes in commodity prices and general market prices), (iii) changes in laws, regulations or GAAP or interpretations thereof, (iv) the announcement or pendency of this Agreement, any actions taken in compliance with this Agreement or the consummation Section 5.01 of the MergerParent Disclosure Schedule sets forth, (v) any failure by Parent to meet estimates as of revenues or earnings for any period ending after the date of this Agreement, provided that this clause (v) does not prevent a determination that any underlying causes of such failure resulted in or contributed to a Parent Material Adverse Effect, (vi) fluctuations in currency exchange rates, (vii) the downgrade in rating of any debt securities of Parent by Standard & Poor’s Rating Group, Xxxxx’x Investor Services, Inc. or Fitch Ratings, provided that this clause (vii) does not prevent a determination that any underlying causes of such downgrade resulted in or contributed to a Parent Material Adverse Effect or (viii) changes in the price or trading volume of Parent’s stock, provided that this clause (viii) does not prevent a determination that any underlying causes of such changes resulted in or contributed to a Parent Material Adverse Effect. A true and complete list of all Parent’seach Parent Subsidiary, together with (i) the jurisdiction of incorporation or organization of each Parent Subsidiary and the percentage of each Parent Subsidiary's outstanding capital stock or other equity interests owned by Parent or another Parent Subsidiary and (ii) an indication of whether each Parent Subsidiary is a "Significant Subsidiary" as defined in Regulation S- X under the Exchange Act. Except as set forth in Section 5.01 of the Parent Disclosure Schedule, neither Parent nor any Parent Subsidiary owns an equity interest in any partnership or joint venture arrangement or other business entity that is material to the financial condition, results of operations, business or prospects of Parent and the Parent Subsidiaries, taken as a whole. SECTION 5.02.

Organization and Qualification; Subsidiaries. Each of the Parent, Merger Sub, and each subsidiary of the Parent (collectively, the "PARENT SUBSIDIARIES") has been duly organized and is a corporation duly incorporated and validly existing and in good standing under the laws of its jurisdiction of incorporation or organization, as the State of Delawarecase may be, and Merger Sub is a limited liability company duly organized and validly existing in good standing under the laws of the State of Delaware. Each of Parent and Merger Sub has the requisite corporate power and authority and all necessary governmental approvals to own or own, lease and operate its properties and to carry on its business as it is now being conducted conducted. Each of the Parent, Merger Sub and each Parent Subsidiary is duly qualified or licensed to do business, and is duly licensed or qualified to do business in good standing, in each jurisdiction in which the nature of the business conducted by it or where the character of the properties owned owned, leased or leased operated by it or the nature of its business makes such qualification or licensing or qualification necessary, except where the failure for such failures to be so qualified or licensed or qualified would notand in good standing that, individually or in the aggregate, have not resulted and could not reasonably be expected to result in a Parent Material Adverse Effect on Parent (as defined below)the Parent. Each subsidiary For purposes of Parent (i) is duly organized and validly existing under the laws of its jurisdiction of organizationthis Agreement, (ii) has the requisite corporate "MATERIAL ADVERSE EFFECT ON THE PARENT" means any change in or other business entity power and authority to own or lease its properties and to carry on its business as it is now being conducted and (iii) is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it or the character of the properties owned or leased by it makes such licensing or qualification necessary, in each case, except as would not, individually or in the aggregate, have a Parent Material Adverse Effect. When used in connection with Parent or any of its subsidiaries, the term “Parent Material Adverse Effect” means a material adverse effect on the business, assets, properties, financial condition or results of operations or condition (financial or otherwise) of the Parent or any Parent Subsidiaries that is or could reasonably be expected to be materially adverse to the Parent and its subsidiaries the Parent Subsidiaries, taken as a whole whole, or on that could reasonably be expected to materially impair the ability of the Parent and or Merger Sub to perform its obligations under this Agreement or to consummate the transactions contemplated by this Agreementhereby, exceptother than any change or effect relating to, in each case, for any such effect attributable to arising out of or resulting from (i) general economic, capital market, regulatory changes relating to the internet infrastructure or political telecommunications industry or (ii) general changes in United States economic conditions, any outbreak of hostilities or war (including acts of terrorism), natural disasters or other force majeure events, in each case iii) general changes in the United States securities markets or elsewhere, provided, however, that any such condition or event which disproportionately impacts Parent or its subsidiaries taken as a whole, relative to other industry participants, may be considered to the extent of such disproportionate impact, (ii) changes in or events or conditions generally affecting the oil and gas exploration and development industry or exploration and production companies of a similar size to Parent (including changes in commodity prices and general market prices), (iii) changes in laws, regulations or GAAP or interpretations thereof, (iv) the announcement or pendency of this Agreement, any actions taken in compliance with the execution of this Agreement or the consummation pendancy or occurrence of any of the Merger, (v) any failure by Parent to meet estimates of revenues or earnings for any period ending after the date of this Agreement, provided that this clause (v) does not prevent a determination that any underlying causes of such failure resulted in or contributed to a Parent Material Adverse Effect, (vi) fluctuations in currency exchange rates, (vii) the downgrade in rating of any debt securities of Parent by Standard & Poor’s Rating Group, Xxxxx’x Investor Services, Inc. or Fitch Ratings, provided that this clause (vii) does not prevent a determination that any underlying causes of such downgrade resulted in or contributed to a Parent Material Adverse Effect or (viii) changes in the price or trading volume of Parent’s stock, provided that this clause (viii) does not prevent a determination that any underlying causes of such changes resulted in or contributed to a Parent Material Adverse Effect. A true and complete list of all Parent’stransactions contemplated hereby.

Organization and Qualification; Subsidiaries. Section 4.01 of the Parent Disclosure Schedule sets forth the jurisdiction of incorporation of Parent and each subsidiary of Parent required to be disclosed in the Parent SEC Reports (as defined in Section 4.06(a) below) (the "Parent Subsidiaries"). Each of Parent and the Parent Subsidiaries is a corporation duly incorporated and organized, validly existing and in good standing under the laws of the State of Delaware, such jurisdiction and Merger Sub is a limited liability company duly organized and validly existing in good standing under the laws of the State of Delaware. Each of Parent and Merger Sub has the all requisite corporate power and authority and all necessary governmental approvals to own or own, lease and operate its properties and to carry on its business as it is now being conducted and is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it or the character of the properties owned or leased by it makes such licensing or qualification necessaryconducted, except where the failure to obtain such governmental approvals has not had, and could not reasonably be so licensed or qualified would notexpected to have, individually or in the aggregate, have a Parent Material Adverse Effect on Parent (as defined below). Each subsidiary of Parent (i) and the Parent Subsidiaries is duly organized and validly existing under the laws of its jurisdiction of organization, (ii) has the requisite corporate qualified or other business entity power and authority to own licensed as a foreign corporation or lease its properties and to carry on its business as it is now being conducted and (iii) is duly licensed or qualified organization to do business business, and is in good standing, in each jurisdiction in which the nature of the business conducted by it or where the character of the properties owned owned, leased or leased operated by it or the nature of its business makes such qualification or licensing or qualification necessary, except for such failures to be so qualified or licensed and in each casegood standing that have not had, except as would notand could not reasonably be expected to have, individually or in the aggregate, have a Parent Material Adverse Effect. When used in connection with Parent or any of its subsidiaries, the The term “"Parent Material Adverse Effect” " means a material any changes in or effects on the business of Parent or any Parent Subsidiary that, individually or in the aggregate, are or are substantially likely to be materially adverse effect on to the business, propertiesfinancial condition, financial condition assets (tangible or intangible), liabilities (including contingent liabilities), or results of operations of Parent and its subsidiaries the Parent Subsidiaries, taken as a whole or on the ability of Parent and Merger Sub to consummate the transactions contemplated by this Agreementwhole, except, in each case, except for any such effect attributable to changes or effects principally resulting from or principally arising in connection with (i) any changes affecting the respective industries in which Parent and the Parent Subsidiaries operate that do not have a disproportionate impact on Parent and the Parent Subsidiaries, taken as a whole, (ii) any changes in general economiceconomic conditions that do not disproportionately impact Parent and the Parent Subsidiaries, capital markettaken as a whole, regulatory or political conditions(iii) in and of itself, any outbreak of hostilities or war (including acts of terrorism), natural disasters or other force majeure events, in each case change in the United States trading price of the Parent Common Shares, (iv) in and of itself, a failure by Parent to meet the revenue or elsewhereearnings predictions of equity analysts for any period ending (or for which earnings are released) on or after the date of this Agreement and prior to the Closing Date, (v) the taking of any action expressly required by the terms of this Agreement or (vi) any adverse change, effect, event, occurrence, state of facts or development to the extent primarily attributable to the announcement or pendency of the Merger; provided, however, that any Parent shall bear the burden of showing that such condition change, effect, event, occurrence, state of fact or event development which disproportionately impacts Parent or its subsidiaries taken as claims does not constitute a whole, relative Parent Material Adverse Effect is primarily attributable to other industry participants, may be considered to the extent of such disproportionate impact, (ii) changes in or events or conditions generally affecting the oil and gas exploration and development industry or exploration and production companies of a similar size to Parent (including changes in commodity prices and general market prices), (iii) changes in laws, regulations or GAAP or interpretations thereof, (iv) the announcement or pendency of this Agreement, any actions taken in compliance with this Agreement or the consummation of the Merger, (v) any failure by Parent to meet estimates of revenues or earnings for any period ending after the date of this Agreement, provided that this clause (v) does not prevent a determination that any underlying causes of such failure resulted in or contributed to a Parent Material Adverse Effect, (vi) fluctuations in currency exchange rates, (vii) the downgrade in rating of any debt securities of Parent by Standard & Poor’s Rating Group, Xxxxx’x Investor Services, Inc. or Fitch Ratings, provided that this clause (vii) does not prevent a determination that any underlying causes of such downgrade resulted in or contributed to a Parent Material Adverse Effect or (viii) changes in the price or trading volume of Parent’s stock, provided that this clause (viii) does not prevent a determination that any underlying causes of such changes resulted in or contributed to a Parent Material Adverse Effect. A true and complete list of all Parent’s.

Organization and Qualification; Subsidiaries. Parent The Company is a corporation duly incorporated and organized, validly existing and in good standing under the Laws of the State of Delaware. Each of the Company's subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of the State jurisdiction of Delaware, its incorporation. The Company and Merger Sub is a limited liability company duly organized and validly existing in good standing under the laws each of the State of Delaware. Each of Parent and Merger Sub its subsidiaries has the requisite corporate power and authority to own own, operate or lease its properties and to carry on its business as it is now being conducted conducted, and is duly qualified or licensed or qualified to do business business, and is in good standing, in each jurisdiction in which the nature of the its business conducted by it or the character of the properties owned owned, operated or leased by it makes such qualification, licensing or qualification good standing necessary, except where the failure to have such power or authority, or the failure to be so qualified, licensed or qualified in good standing, would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect on Parent (as defined below)the Company. Each subsidiary of Parent (i) is duly organized and validly existing under the laws of its jurisdiction of organization, (ii) has the requisite corporate or other business entity power and authority to own or lease its properties and to carry on its business as it is now being conducted and (iii) is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it or the character of the properties owned or leased by it makes such licensing or qualification necessary, in each case, except as would not, individually or in the aggregate, have a Parent The term "Material Adverse Effect. When Effect on the Company," as used in connection with Parent this Agreement, means any change in or any of its subsidiaries, the term “Parent Material Adverse Effect” means a material adverse effect on the business, propertiesassets, liabilities, financial condition or results of operations of Parent the Company and its subsidiaries taken as a whole that, individually or on the ability of Parent and Merger Sub to consummate the transactions contemplated by this Agreement, except, in each case, for any such effect attributable to (i) general economic, capital market, regulatory or political conditions, any outbreak of hostilities or war (including acts of terrorism), natural disasters or other force majeure events, in each case in the United States or elsewhereaggregate with all other changes and effects, provided, however, that any such condition or event which disproportionately impacts Parent or would reasonably be expected to be materially adverse to the Company and its subsidiaries taken as a whole, relative other than (a) the effects of changes that are generally applicable to other industry participants(i) the United States economy or securities markets, may be considered or (ii) the world economy or international securities markets, and (b) changes or effects to the extent arising from the announcement of such disproportionate impact, (ii) changes in or events or conditions generally affecting this Agreement and the oil and gas exploration and development industry or exploration and production companies of a similar size to Parent transactions contemplated hereby (including changes the sale or other disposition of the Excluded Business and the shut-down of the NAS Business (excluding the Excluded Business) (each as defined in commodity prices and general market prices), (iiiSection 6.13 hereof) changes in laws, regulations or GAAP or interpretations thereof, (iv) the announcement or pendency of this Agreement, any actions taken in compliance with contemplated by this Agreement and any loss of relationships with customers, suppliers, distributors, sales representatives or employees or the consummation delay or cancellation of orders for products or services, in each case to the Mergerextent arising from such announcement); provided, (v) any failure by Parent to meet estimates of revenues or earnings for any period ending after the date of this Agreement, provided that this clause (v) does not prevent a determination that any underlying causes of such failure resulted in or contributed to a Parent Material Adverse Effect, (vi) fluctuations in currency exchange rates, (vii) the downgrade in rating of any debt securities of Parent by Standard & Poor’s Rating Group, Xxxxx’x Investor Services, Inc. or Fitch Ratings, provided that this clause (vii) does not prevent a determination that any underlying causes of such downgrade resulted in or contributed to a Parent Material Adverse Effect or (viii) changes change in the market price or trading volume of Parent’s stockthe Common Shares shall not, provided in and of itself, constitute a Material Adverse Effect on the Company (it being understood that this clause (viii) does proviso shall not prevent a determination that exclude any underlying causes of such changes change or effect which resulted in such change in the market price or contributed trading volume). The Company has heretofore provided to Parent and the Purchaser a Parent Material Adverse Effect. A true complete and complete list correct copy of all Parent’sthe certificate of incorporation and the bylaws or comparable organizational documents, each as amended to the date hereof, of the Company and

Organization and Qualification; Subsidiaries. Parent Each of the Company and its subsidiaries is a corporation duly incorporated and organized, validly existing and in good standing under the laws of the State jurisdiction of Delaware, its incorporation and Merger Sub is a limited liability company duly organized and validly existing in good standing under the laws of the State of Delaware. Each of Parent and Merger Sub has the all requisite corporate power and authority to own or own, lease and operate its properties and to carry on its business as it is now being conducted and is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it or the character of the properties owned or leased by it makes such licensing or qualification necessaryconducted, except where the failure to be so licensed organized, existing and in good standing or to have such power and authority would not in the aggregate have a Material Adverse Effect (as hereinafter defined). The Company and each of its subsidiaries is duly qualified as a foreign corporation to do business, and is in good standing, in each jurisdiction where the character of its properties owned or leased or the nature of its activities make such qualification necessary, except for failures to be so qualified or in good standing which would not, individually or in the aggregate, have a Parent Material Adverse Effect on Parent (as defined below). Each subsidiary of Parent (i) is duly organized and validly existing under would not impair the laws of its jurisdiction of organization, (ii) has the requisite corporate or other business entity power and authority to own or lease its properties and to carry on its business as it is now being conducted and (iii) is duly licensed or qualified to do business in each jurisdiction in which the nature ability of the business conducted by it or the character of the properties owned or leased by it makes such licensing or qualification necessary, Company to perform its obligations hereunder in each case, except as would not, individually or in the aggregate, have a Parent Material Adverse Effectany material respect. When used in connection with Parent the Company or any of its subsidiaries, the term “Parent "Material Adverse Effect” " means any fact, event, change or effect having, or which could reasonably be expected to have, a material adverse effect on the business, properties, financial condition or results of operations of Parent the Company and its subsidiaries subsidiaries, taken as a whole whole; PROVIDED, HOWEVER, that facts, events, changes or effects that are applicable to or arise on the ability account of Parent and Merger Sub to consummate the transactions contemplated by this Agreement, except, in each case, for any such effect attributable to (i) general any changes in economic, capital market, regulatory or political conditions, any outbreak of hostilities or war (including acts of terrorism), natural disasters or other force majeure events, in each case in the United States or elsewhere, provided, however, that any such condition or event which disproportionately impacts Parent or its subsidiaries taken as a whole, relative to other industry participants, may be considered to the extent of such disproportionate impactconditions generally, (ii) changes in this Agreement or events or conditions generally affecting the oil and gas exploration and development industry or exploration and production companies of a similar size to Parent (including changes in commodity prices and general market prices)transactions contemplated hereby, (iii) changes in laws, regulations the industry of the Company generally or GAAP or interpretations thereof, (iv) the announcement or pendency of this Agreement, any actions taken in compliance with this Agreement or the consummation effect of the Mergerpublic announcement of the transactions contemplated hereby, (v) any failure by Parent to meet estimates shall be excluded from the definition of revenues or earnings for any period ending after the date of this Agreement, provided that this clause (v) does not prevent a determination that any underlying causes of such failure resulted in or contributed to a Parent "Material Adverse Effect, (vi) fluctuations in currency exchange rates, (vii) the downgrade in rating of " and from any debt securities of Parent by Standard & Poor’s Rating Group, Xxxxx’x Investor Services, Inc. or Fitch Ratings, provided that this clause (vii) does not prevent determination as to whether a determination that any underlying causes of such downgrade resulted in or contributed to a Parent Material Adverse Effect has occurred or may occur. Section 4.01 of the Disclosure Schedule sets forth the name, jurisdiction of incorporation and percentages of outstanding capital stock owned, directly or indirectly, by the Company, with respect to each corporation of which the Company owns, directly or indirectly, a majority of the outstanding capital stock. Except as disclosed in Section 4.01 of the Disclosure Schedule, all of the outstanding shares of capital stock of each of the Company's subsidiaries have been validly issued and are fully paid and nonassessable and are owned, directly or indirectly, by the Company, free and clear of any liens, pledges, security interests, claims, preemptive rights or other encumbrances (viii) changes in the price or trading volume of Parent’s stockcollectively, provided that this clause (viii) does not prevent a determination that any underlying causes of such changes resulted in or contributed to a Parent Material Adverse Effect. A true and complete list of all Parent’s"Liens").

Organization and Qualification; Subsidiaries. Parent (a) Each of the Company and each subsidiary of the Company (each, a "Subsidiary") is a corporation or limited liability company duly incorporated and organized, validly existing and in good standing under the laws of the State jurisdiction of Delaware, its organization and Merger Sub is a limited liability company duly organized and validly existing in good standing under the laws of the State of Delaware. Each of Parent and Merger Sub has the requisite corporate power and authority and all necessary governmental approvals to own or own, lease and operate its properties and to carry on its business as it is now being conducted conducted. Each of the Company and each Subsidiary is duly qualified or licensed as a foreign corporation to do business, and is duly licensed or qualified to do business in good standing, in each jurisdiction in which the nature of the business conducted by it or where the character of the properties owned owned, leased or leased operated by it or the nature of its business makes such qualification or licensing or qualification necessary, except where the failure for such failures to be so qualified or licensed and in good standing that would not reasonably be expected to have a Company Material Adverse Effect. The term "Company Material Adverse Effect" means any event, circumstance, development, change or qualified would noteffect that, individually or in the aggregateaggregate with all other events, have a Parent Material Adverse Effect on Parent (as defined below). Each subsidiary of Parent (i) circumstances, developments, changes and effects, is duly organized and validly existing under the laws of its jurisdiction of organization, (ii) has the requisite corporate or other business entity power and authority materially adverse to own or lease its properties and to carry on its business as it is now being conducted and (iii) is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it or the character of the properties owned or leased by it makes such licensing or qualification necessary, in each case, except as would not, individually or in the aggregate, have a Parent Material Adverse Effect. When used in connection with Parent or any of its subsidiaries, the term “Parent Material Adverse Effect” means a material adverse effect on the business, propertiesoperations, assets, condition (financial condition or otherwise) or results of operations of Parent the Company and its subsidiaries the Subsidiaries taken as a whole or on would reasonably be expected to prevent or materially delay the consummation of any of the Transactions or prevent or materially impair or delay the ability of Parent and Merger Sub the Company to consummate the transactions contemplated by this Agreement, except, in each case, for any such effect attributable to (i) general economic, capital market, regulatory or political conditions, any outbreak of hostilities or war (including acts of terrorism), natural disasters or other force majeure events, in each case in the United States or elsewhere, perform its obligations hereunder; provided, however, that in no event shall any such condition of the following, alone or event which disproportionately impacts Parent in combination, be deemed to constitute, nor shall any of the following be taken into account in determining whether there has been, or its subsidiaries taken as will be, a whole"Company Material Adverse Effect": any event, relative circumstance, change or effect resulting from or relating to other industry participants, may be considered to the extent of such disproportionate impact(i) a change in general economic or financial market conditions, (ii) changes a change in or events or conditions generally affecting the oil and gas exploration and development industry or exploration and production companies of a similar size to Parent (including changes in commodity prices and general market prices)conditions, (iii) changes seasonal fluctuations in laws, regulations or GAAP or interpretations thereofthe business of the Company and the Subsidiaries, (iv) any acts of terrorism or war (except to the extent such event, circumstance, change or effect has had a disproportionate effect on the Company and the Subsidiaries as compared to other persons in the industry in which the Company and the Subsidiaries conducts their business), (v) the announcement or pendency of this Agreement, any actions taken in compliance with the execution of this Agreement or the pendency or consummation of the MergerTransactions, or (vi) compliance with the terms of, or the taking of any action required by, this Agreement; and provided, further, that with respect to the representations and warranties set forth in Section 3.05, the exceptions set forth in clauses (v) any failure by Parent to meet estimates of revenues or earnings for any period ending after the date of this Agreement, provided that this clause (v) does not prevent a determination that any underlying causes of such failure resulted in or contributed to a Parent Material Adverse Effect, and (vi) fluctuations in currency exchange rates, (vii) the downgrade in rating of any debt securities of Parent by Standard & Poor’s Rating Group, Xxxxx’x Investor Services, Inc. or Fitch Ratings, provided that this clause (vii) does will not prevent a determination that any underlying causes of such downgrade resulted in or contributed to a Parent Material Adverse Effect or (viii) changes in the price or trading volume of Parent’s stock, provided that this clause (viii) does not prevent a determination that any underlying causes of such changes resulted in or contributed to a Parent Material Adverse Effect. A true and complete list of all Parent’sapply.