Common use of Subsidiaries Clause in Contracts

Subsidiaries. (a) Section 2.2(a) of the GFI Disclosure Letter sets forth (i) each Subsidiary of GFI (individually, a “GFI Subsidiary” and collectively, the “GFI Subsidiaries”), (ii) the number of authorized, allotted, issued and outstanding Securities of each GFI Subsidiary, (iii) each GFI Subsidiary’s jurisdiction of incorporation or organization and (iv) the location of each GFI Subsidiary’s principal executive offices. Each GFI Subsidiary is a corporation or company limited by shares duly incorporated or a limited liability company, partnership or other entity duly organized and is validly existing and, to the extent such concept or a similar concept exists in the relevant jurisdiction, in good standing under the laws of the jurisdiction of its incorporation or organization, as the case may be, and has all requisite corporate or other power and authority, as the case may be, to own, lease and operate its properties and assets and to carry on its business in all material respects as currently conducted. Each GFI Subsidiary is qualified or licensed to do business and is in good standing in each jurisdiction where the ownership, leasing or operation of its properties or assets or conduct of its business requires such qualification or license, except where any failures to be so qualified or licensed and in good standing do not constitute a Material Adverse Effect. GFI has delivered or made available to Parent true, correct and complete copies of the Constituent Documents of each GFI Subsidiary, as amended and in effect on the date of this Agreement. (b) GFI is, directly or indirectly, the record and Beneficial Owner of all of the outstanding Securities of each GFI Subsidiary, free and clear of any Liens and free of any other limitation or restriction (including any limitation or restriction on the right to vote, sell, transfer or otherwise dispose of the Securities), other than, in each case, any limitation or restriction imposed by any federal, state or foreign securities Laws. All of such Securities have been duly authorized, validly issued, fully paid and, where applicable, are non-assessable (and no such Securities have been issued in violation of any preemptive or similar rights). Except for the Securities of the GFI Subsidiaries, GFI does not own, directly or indirectly, any Securities in any entity.

Subsidiaries. (a) Section 2.2(a) The Schedule of the GFI Disclosure Letter Exceptions sets forth the name and state or jurisdiction of incorporation of each of its Subsidiaries. Each of such Subsidiaries (i) each Subsidiary of GFI (individually, a “GFI Subsidiary” and collectively, the “GFI Subsidiaries”), (ii) the number of authorized, allotted, issued and outstanding Securities of each GFI Subsidiary, (iii) each GFI Subsidiary’s jurisdiction of incorporation or organization and (iv) the location of each GFI Subsidiary’s principal executive offices. Each GFI Subsidiary is a corporation or company limited by shares duly incorporated or a limited liability company, partnership or other business entity duly organized and is organized, validly existing and, to the extent such concept or a similar concept exists in the relevant jurisdiction, and in good standing under the laws of the jurisdiction of its incorporation or organization, as the case may be, and (ii) has all requisite full corporate or other power and authority, as the case may be, authority and all necessary government approvals to own, lease and operate its properties and assets and to carry on conduct its business in all material respects as currently conducted. Each GFI Subsidiary presently conducted and (iii) is duly qualified or licensed to do business as a foreign corporation and is in good standing in each jurisdiction where the ownershipcharacter of the properties owned, leasing leased or operation of its properties operated by it or assets or conduct the nature of its business requires makes such qualification or license, licensing necessary except where any failures failure to be so qualified or licensed and would not have, individually or in good standing do not constitute the aggregate, a Material Adverse Effect. GFI The Company has delivered furnished or made available to Parent true, correct the Company true and complete copies of the Constituent Documents certificate of incorporation, bylaws or comparable organizational documents of each GFI Subsidiaryof its Subsidiaries, each as amended to date. Such organizational documents are in full force and effect, and no such Subsidiary is in effect on the date violation of this Agreementany provision therein. (b) GFI isThe Company owns beneficially, directly or indirectly, the record and Beneficial Owner of all of the issued and outstanding Securities capital stock or other securities of each GFI Subsidiarysuch Subsidiary and, free and clear except as set forth in the Schedule of any Liens and free of Exceptions, does not own an equity interest in any other limitation corporation, partnership or restriction (including any limitation or restriction on the right to vote, sell, transfer or otherwise dispose of the Securities)entity, other than, than in such Subsidiaries. Each outstanding share of capital stock or other securities of each case, any limitation or restriction imposed by any federal, state or foreign securities Laws. All of such Securities have been Subsidiary is duly authorized, validly issued, fully paid andand nonassessable (or the foreign equivalent for foreign Subsidiaries) and each such share or other equity interest owned by the Company or one of its Subsidiaries is free and clear of all security interests, where applicableliens, are non-assessable (claims, pledges, options, rights of first refusal, agreements, limitations on the Company's or such other Subsidiary's voting rights, charges and no such Securities have been issued in violation other encumbrances of any preemptive or similar rights). Except for the Securities of the GFI Subsidiaries, GFI does not own, directly or indirectly, any Securities in any entitynature whatsoever.

Subsidiaries. (a) Section 2.2(a4.7(a) of the GFI Company Disclosure Letter sets forth (i) contains a complete and accurate list of the name, jurisdiction of organization, capitalization and schedule of stockholders of each Subsidiary of GFI (individually, a “GFI Subsidiary” and collectively, the “GFI Subsidiaries”), (ii) the number of authorized, allotted, issued and outstanding Securities of each GFI Subsidiary, (iii) each GFI Subsidiary’s jurisdiction of incorporation or organization and (iv) the location of each GFI Subsidiary’s principal executive officesCompany. Each GFI Subsidiary of the Company’s Subsidiaries is a corporation or company limited by shares duly incorporated or a limited liability companyorganized, partnership or other entity duly organized and is validly existing and, to the extent such concept or a similar concept exists in the relevant jurisdiction, and in good standing (or equivalent status) under the laws of the jurisdiction of its incorporation or respective organization, as except where the case may befailure to be in good standing would not have, and individually or in the aggregate, a Company Material Adverse Effect. Each of the Company’s Subsidiaries has all the requisite corporate or other power and authority, authority to carry on its respective business as the case may be, it is presently being conducted and to own, lease and or operate its respective properties and assets and to carry on its business in all material respects as currently conductedassets. Each GFI Subsidiary of the Company’s Subsidiaries is duly qualified or licensed to do business and is in good standing (or equivalent status) in each jurisdiction where the ownership, leasing or operation character of its properties owned or assets leased or conduct the nature of its business requires activities make such qualification or licensenecessary, except where any failures the failure to be so qualified or licensed and in good standing do (or equivalent status) would not constitute have, individually or in the aggregate, a Company Material Adverse Effect. GFI The Company has delivered or made available to Parent true, complete and correct and complete copies of the Constituent Documents certificates of each GFI Subsidiaryincorporation, bylaws or other constituent documents, as amended and amended, of the Company’s Subsidiaries. None of the Company’s Subsidiaries is in effect on the date material violation of this Agreementits certificate of incorporation, bylaws or other applicable constituent documents. (b) GFI is, directly or indirectly, the record and Beneficial Owner of all All of the outstanding Securities capital stock of, or other equity or voting interest in, each Subsidiary of each GFI Subsidiarythe Company (i) have been duly authorized, validly issued and are fully paid and nonassessable and (ii) are owned beneficially and of record by the Company or one of its wholly owned Subsidiaries set forth in Section 4.7(a) of the Company Disclosure Letter, free and clear of any all Liens and free of any other limitation or restriction (including any limitation or restriction on the right to vote, sell, transfer sell or otherwise dispose of such capital stock or other equity or voting interest) that would prevent the Securitiesoperation by the Surviving Corporation of such Subsidiary’s business as presently conducted. (c) There are no outstanding (i) shares of capital stock of or other voting or equity interests in any Subsidiary of the Company, (ii) securities of the Company or any of its Subsidiaries convertible into or exchangeable for shares of capital stock of, or other equity or voting interest in, any Subsidiary of the Company, (iii) options, warrants, rights or other commitments or agreements to acquire from the Company or any of its Subsidiaries, or that obligate the Company or any of its Subsidiaries to issue, any capital stock of, or other equity or voting interest in, or any securities convertible into or exchangeable for shares of capital stock of, or other equity or voting interest in, any Subsidiary of the Company, (iv) obligations of the Company to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock of, or other equity or voting interest (including any voting debt) in, any Subsidiary of the Company (the items in clauses (i), (ii), (iii), (iv), together with the capital stock of the Subsidiaries of the Company, being referred to collectively as “Subsidiary Securities”), or (iv) other than, in each case, obligations by the Company or any limitation of its Subsidiaries to make any payments based on the price or restriction imposed by any federal, state or foreign securities Laws. All of such Securities have been duly authorized, validly issued, fully paid and, where applicable, are non-assessable (and no such Securities have been issued in violation value of any preemptive or similar rights). Except for the Securities shares of any Subsidiary of the GFI SubsidiariesCompany. Neither the Company nor any of its Subsidiaries is a party to any Contract which obligate the Company or any of its Subsidiaries to repurchase, GFI does not own, directly redeem or indirectly, otherwise acquire any Securities outstanding Subsidiary Securities. (d) Neither the Company nor any of the Company’s Subsidiaries owns any shares of capital stock of or other voting or equity interests in (including any entitysecurities exercisable or exchangeable for or convertible into shares of capital stock of or other voting or equity interests in) any other Person.

Subsidiaries. (a) All of the issued and outstanding shares of capital stock of, or other equity securities in, each Subsidiary of SunLink (i) have been, as applicable, duly authorized and validly issued and are fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right and (ii) except as set forth in Section 2.2(a2.3(a) of the GFI SunLink Disclosure Letter sets forth Letter, are owned, directly or indirectly, by SunLink free and clear of all Liens. (ib) each Each Subsidiary of GFI (individually, a “GFI Subsidiary” and collectively, the “GFI Subsidiaries”), (ii) the number of authorized, allotted, issued and outstanding Securities of each GFI Subsidiary, (iii) each GFI Subsidiary’s jurisdiction of incorporation or organization and (iv) the location of each GFI Subsidiary’s principal executive offices. Each GFI Subsidiary SunLink is a corporation or company limited by shares duly incorporated or a limited liability company, partnership or other an entity duly organized and is organized, validly existing and, to the extent such concept or a similar concept exists in the relevant jurisdiction, and in good standing under the laws of the jurisdiction of its incorporation or organizationformation, as the case may be, and has all requisite corporate or other entity power and authority, as the case may be, authority to own, lease and operate its material properties and assets and to carry on its business in all material respects as currently now being conducted. Each GFI Subsidiary , and is duly qualified or licensed to do business and is in good standing as a foreign entity in each jurisdiction where the ownership, leasing or operation character of its properties owned, operated or assets leased or conduct the nature of its business requires activities makes such qualification or licensenecessary, except where any for such failures to be so organized, qualified or licensed and in good standing do standing, individually or in the aggregate, that have not constitute had and would not reasonably be expected to have a SunLink Material Adverse EffectEffect and would not reasonably be expected to prevent, or materially impair or delay, the ability of SunLink to consummate the Merger. GFI SunLink has delivered or made available to Parent Regional true, correct and complete copies of the Constituent Documents organizational documents of each GFI SubsidiarySignificant SunLink Subsidiary (and all amendments thereto) as currently in effect, and no Subsidiary of SunLink is in material default in the performance, observation or fulfillment of its obligations under its organizational documents as amended currently in effect, except for such defaults that, individually or in the aggregate, have not had and in effect on would not have a SunLink Material Adverse Effect and would not reasonably be expected to prevent, or materially impair or delay, the date ability of this AgreementSunLink to consummate the Merger. (bc) GFI is, directly or indirectly, the record and Beneficial Owner of all of the outstanding Securities of each GFI Subsidiary, free and clear of any Liens and free of any other limitation or restriction (including any limitation or restriction on the right to vote, sell, transfer or otherwise dispose of the Securities), other than, in each case, any limitation or restriction imposed by any federal, state or foreign securities Laws. All of such Securities have been duly authorized, validly issued, fully paid and, where applicable, are non-assessable (and no such Securities have been issued in violation of any preemptive or similar rights). Except for the Securities of the GFI Subsidiaries, GFI SunLink does not ownown or control, directly or indirectly, any Securities in equity securities of any entityPerson that is not a Subsidiary of SunLink.

Subsidiaries. Parent does not directly or indirectly own any interest in any other corporation, partnership, joint venture or other business association or entity, foreign or domestic. (Such corporations, partnerships, joint ventures or other business entities of which Parent owns, directly or indirectly, greater than fifty percent of the shares of capital stock or other equity interests (including partnership interests) entitled (without regard to the occurrence of any contingency) to cast at least a majority of the votes that may be cast by all shares or equity interests having ordinary voting power for the election of directors or other governing body of such entity are hereinafter referred to as the "Parent Subsidiaries".) (a) Section 2.2(a) of the GFI Disclosure Letter sets forth (i) each Each Parent Subsidiary of GFI (individually, a “GFI Subsidiary” and collectively, the “GFI Subsidiaries”), (ii) the number of authorized, allotted, issued and outstanding Securities of each GFI Subsidiary, (iii) each GFI Subsidiary’s jurisdiction of incorporation or organization and (iv) the location of each GFI Subsidiary’s principal executive offices. Each GFI Subsidiary that is a corporation or company limited by shares is a corporation duly incorporated or a limited liability companyorganized, partnership or other entity duly organized and is validly existing and, to the extent such concept or a similar concept exists in the relevant jurisdiction, and in good standing under the laws of the its jurisdiction of incorporation. Each Parent Subsidiary that is a partnership or a limited liability company is duly formed and validly existing under the laws of its incorporation jurisdiction of formation. (b) Each Parent Subsidiary has the corporate power or organization, as the case may be, and has all requisite corporate or other power and authoritypartnership power, as the case may be, to own, lease and operate its properties and assets and to carry on its business in all material respects as currently it is now being conducted or presently proposed to be conducted. . (c) Each GFI Parent Subsidiary that is a corporation is duly qualified or licensed as a foreign corporation to do business business, and is in good standing standing, in each jurisdiction where the ownership, leasing or operation character of its properties owned or assets held under lease or conduct the nature of its business requires activities makes such qualification or licensenecessary, except where any failures the failure to be so qualified would not individually or licensed and in good standing do not constitute the aggregate have a Parent Material Adverse Effect. GFI has delivered Each Parent Subsidiary that is a partnership is duly qualified as a foreign partnership authorized to do business, and is in good standing, in each jurisdiction where the character of its properties owned or made available held under lease or the nature of its activities makes such qualification necessary, except where the failure to be so qualified would not individually or in the aggregate have a Parent true, correct and complete copies of the Constituent Documents of each GFI Subsidiary, as amended and in effect on the date of this AgreementMaterial Adverse Effect. (bd) GFI is, directly or indirectly, the record and Beneficial Owner of all All of the outstanding Securities shares of capital stock of the Parent Subsidiaries that are corporations are validly issued, fully paid and nonassessable. (e) All of the outstanding shares of capital stock of, or other ownership interests in, each GFI Subsidiary, of the Parent Subsidiaries owned by Parent or a Parent Subsidiary are owned by Parent or by a Parent Subsidiary free and clear of any Liens liens, claims, charges or encumbrances. Except as set forth in Section 4.2 hereof, there are not now, and free of at the Effective Time there will not be, any outstanding options, warrants, subscriptions, calls, rights, convertible securities or other limitation agreements or restriction (including commitments obligating Parent or any limitation or restriction on the right Parent Subsidiary to vote, sellissue, transfer or otherwise dispose sell any securities of Parent or any Parent Subsidiary. (f) There are not now, and at the Effective Time there will not be, any voting trusts, standstill, stockholder or other agreements or understandings to which Parent or any of the Securities), other than, in each case, any limitation Parent Subsidiaries is a party or restriction imposed by any federal, state or foreign securities Laws. All of such Securities have been duly authorized, validly issued, fully paid and, where applicable, are non-assessable (and no such Securities have been issued in violation of any preemptive or similar rights). Except for is bound with respect to the Securities voting of the GFI capital stock of Parent or any of the Parent Subsidiaries. (g) Sub is a newly incorporated company formed solely for purposes of the transactions contemplated by this Agreement and has engaged in no activity other than as provided in, GFI does not ownor contemplated by, directly or indirectly, any Securities in any entitythis Agreement.

Subsidiaries. (a) Section 2.2(a) of the GFI Disclosure Letter sets forth (i) each Subsidiary of GFI (individually, a “GFI Subsidiary” and collectively, the “GFI Subsidiaries”), (ii) the number of authorized, allotted, issued and outstanding Securities of each GFI Subsidiary, (iii) each GFI Subsidiary’s jurisdiction of incorporation or organization and (iv) the location of each GFI Subsidiary’s principal executive offices. Each GFI HCCH Subsidiary is a corporation or company limited by shares duly incorporated or a limited liability companyincorporated, partnership or other entity duly organized and is validly existing and, to the extent such concept or a similar concept exists in the relevant jurisdiction, and in good standing under the laws of the its jurisdiction of its incorporation or organizationincorporation, as the case may be, and has all requisite corporate or other power powers and authority, as the case may be, to own, lease and operate its properties and assets and all material Governmental Authorizations required to carry on its business in all material respects as currently now conducted. Each GFI Subsidiary , except such Governmental Authorizations the failure of which to have obtained would not have a Material Adverse Effect on HCCH, and is duly qualified or licensed to do business as a foreign corporation and is in good standing in each jurisdiction where the ownershipcharacter of the property owned or leased by HCCH, leasing or operation the nature of its properties or assets or conduct of its business requires activities make such qualification or licensenecessary, except for those jurisdictions where any failures failure to be so qualified would not, individually or licensed and in good standing do not constitute the aggregate, have a Material Adverse Effect. GFI has delivered or made available to Parent true, correct and complete copies of the Constituent Documents of each GFI Subsidiary, as amended and in effect Effect on the date of this Agreement. (b) GFI is, directly or indirectly, the record and Beneficial Owner of all of the outstanding Securities of each GFI Subsidiary, free and clear of any Liens and free of any other limitation or restriction (including any limitation or restriction on the right to vote, sell, transfer or otherwise dispose of the Securities), other than, in each case, any limitation or restriction imposed by any federal, state or foreign securities LawsHCCH. All Subsidiaries and Joint Ventures material to the business of HCCH ("Material HCCH Subsidiaries") and their respective jurisdictions of incorporation or organization and HCCH's ownership interest therein are identified in the HCCH Disclosure Schedule. Other than its investments in its Subsidiaries and Joint Ventures, and shares of stock in publicly held companies aggregating less than 10% of such Securities have been duly authorizedpublic company's outstanding stock, validly issued, fully paid and, where applicable, are non-assessable (and no such Securities have been issued in violation of any preemptive or similar rights). Except for the Securities of the GFI Subsidiaries, GFI HCCH does not own, directly or indirectly, any Securities outstanding capital stock or equity interest in any corporation, partnership, Joint Venture or other entity. (b) All of the outstanding capital stock of, or other ownership interests in, each Material HCCH Subsidiary that is owned by HCCH, is owned by HCCH, directly or indirectly, free and clear of any material Lien and free of any other material limitation or restriction on its rights as owner thereof (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other ownership interests), other than those imposed by applicable law. There are no existing options, calls or commitments of any character relating to the issued or unissued capital stock or other securities or equity interests (collectively, "HCCH Subsidiary Securities") of any HCCH Subsidiary.

Subsidiaries. Company does not directly or indirectly own any interest in any other corporation, partnership, joint venture or other business association or entity, foreign or domestic. (Such corporations, partnerships, joint ventures or other business entities of which Company owns, directly or indirectly, greater than fifty percent of the shares of capital stock or other equity interests (including partnership interests) entitled (without regard to the occurrence of any contingency) to cast at least a majority of the votes that may be cast by all shares or equity interests having ordinary voting power for the election of directors or other governing body of such entity are hereinafter referred to as the "Company Subsidiaries".) (a) Section 2.2(a) of the GFI Disclosure Letter sets forth (i) each Each Company Subsidiary of GFI (individually, a “GFI Subsidiary” and collectively, the “GFI Subsidiaries”), (ii) the number of authorized, allotted, issued and outstanding Securities of each GFI Subsidiary, (iii) each GFI Subsidiary’s jurisdiction of incorporation or organization and (iv) the location of each GFI Subsidiary’s principal executive offices. Each GFI Subsidiary that is a corporation or company limited by shares is a corporation duly incorporated or a limited liability companyorganized, partnership or other entity duly organized and is validly existing and, to the extent such concept or a similar concept exists in the relevant jurisdiction, and in good standing under the laws of the its jurisdiction of incorporation. Each Company Subsidiary that is a partnership or a limited liability company is duly formed and validly existing under the laws of its incorporation jurisdiction of formation. (b) Each Company Subsidiary has the corporate power or organization, as the case may be, and has all requisite corporate or other power and authoritypartnership power, as the case may be, to own, lease and operate its properties and assets and to carry on its business in all material respects as currently it is now being conducted or presently proposed to be conducted. . (c) Each GFI Company Subsidiary that is a corporation is duly qualified or licensed as a foreign corporation to do business business, and is in good standing standing, in each jurisdiction where the ownership, leasing or operation character of its properties owned or assets held under lease or conduct the nature of its business requires activities makes such qualification or licensenecessary, except where any failures the failure to be so qualified would not individually or licensed and in good standing do not constitute the aggregate have a Company Material Adverse Effect. GFI has delivered Each Company Subsidiary that is a partnership is duly qualified as a foreign partnership authorized to do business, and is in good standing, in each jurisdiction where the character of its properties owned or made available held under lease or the nature of its activities makes such qualification necessary, except where the failure to Parent true, correct and complete copies of be so qualified would not individually or in the Constituent Documents of each GFI Subsidiary, as amended and in effect on the date of this Agreementaggregate have a Company Material Adverse Effect. (bd) GFI is, directly or indirectly, the record and Beneficial Owner of all All of the outstanding Securities shares of capital stock of the Company Subsidiaries that are corporations are validly issued, fully paid and nonassessable. (e) All of the outstanding shares of capital stock of, or other ownership interests in, each GFI Subsidiary, of the Company Subsidiaries owned by Company or a Company Subsidiary are owned by Company or by a Company Subsidiary free and clear of any Liens liens, claims, charges or encumbrances. Except as set forth in Section 5.2 hereof, there are not now, and free of at the Effective Time there will not be, any outstanding options, warrants, subscriptions, calls, rights, convertible securities or other limitation agreements or restriction (including commitments obligating Company or any limitation or restriction on the right Company Subsidiary to vote, sellissue, transfer or otherwise dispose sell any securities of Company or any Company Subsidiary. (f) There are not now, and at the Effective Time there will not be, any voting trusts, standstill, stockholder or other agreements or understandings to which Company or any of the Securities), other than, in each case, any limitation Company Subsidiaries is a party or restriction imposed by any federal, state or foreign securities Laws. All of such Securities have been duly authorized, validly issued, fully paid and, where applicable, are non-assessable (and no such Securities have been issued in violation of any preemptive or similar rights). Except for is bound with respect to the Securities voting of the GFI capital stock of Company or any of the Company Subsidiaries, GFI does not own, directly or indirectly, any Securities in any entity.

Subsidiaries. (a) Section 2.2(a) Each of the GFI Disclosure Letter sets forth Company’s direct and indirect subsidiaries (i) each Subsidiary of GFI (individually, a “GFI Subsidiary” ”, and collectively, the “GFI Subsidiaries”) has been identified on Schedule E hereto. Each of the Subsidiaries has been duly formed, is validly existing under the laws of the Cayman Islands, the British Virgin Islands, Singapore, Malaysia, the United States, Hong Kong or the People’s Republic of China (the “PRC”), (ii) as the number of authorizedcase may be, allotted, issued and outstanding Securities of each GFI Subsidiary, (iii) each GFI Subsidiary’s jurisdiction of incorporation or organization and (iv) the location of each GFI Subsidiary’s principal executive offices. Each GFI Subsidiary is a corporation or company limited by shares duly incorporated or a limited liability company, partnership or other entity duly organized and is validly existing and, to the extent such concept or a similar concept exists in the relevant jurisdiction, in good standing under the laws of the jurisdiction of its incorporation incorporation, has full power and authority (corporate or organizationotherwise) to own its property and to conduct its business as described in the Registration Statement, as the case may beDisclosure Package, the Prospectus, and has all requisite corporate or other power and authority, as the case may be, is duly qualified to own, lease and operate its properties and assets and to carry on its business in all material respects as currently conducted. Each GFI Subsidiary is qualified or licensed to do transact business and is in good standing in each jurisdiction where in which the ownership, leasing or operation of its properties or assets or conduct of its business or its ownership or leasing of property requires such qualification or licensequalification, except where any failures to the extent that the failure to be so qualified or licensed and be in good standing do would not constitute result in a Material Adverse EffectChange on the Company and its Subsidiaries, taken as a whole. GFI has delivered or made available to Parent trueExcept as otherwise disclosed in the Registration Statement, correct the Disclosure Package, and complete copies the Prospectus, all of the Constituent Documents equity interests of each GFI SubsidiarySubsidiary have been duly and validly authorized and issued, are owned or controlled directly or indirectly by the Company, are fully paid in accordance with its articles of association, memorandum of association or charter documents, as amended and in effect on the date of this Agreement. (b) GFI is, directly or indirectly, the record restated from time to time and Beneficial Owner of all of the outstanding Securities of each GFI Subsidiary, non-assessable and are free and clear of any Liens and free of any other limitation all liens, encumbrances, equities or restriction claims (including any limitation or restriction on the right to vote, sell, transfer or otherwise dispose “Liens”). None of the Securities), other than, outstanding share capital or equity interest in each case, any limitation or restriction imposed by any federal, state or foreign securities Laws. All of such Securities have been duly authorized, validly issued, fully paid and, where applicable, are non-assessable (and no such Securities have been Subsidiary was issued in violation of any preemptive or similar rights)rights of any security holder of such Subsidiary. Except for All the Securities constitutive or organizational documents of each of the GFI Subsidiaries comply with the requirements of applicable laws of its jurisdiction of incorporation or organization and are in full force and effect. Apart from the Subsidiaries, GFI the Company has no direct or indirect subsidiaries or any other company over which it has direct or indirect effective control. Other than the Subsidiaries, the Company does not own, directly or indirectlyindirectly control any entity through contractual arrangements or otherwise such that the entity would be deemed a consolidated affiliated entity whose financial results would be consolidated under U.S. GAAP with the financial results of the Company on the consolidated financial statements of the Company, any Securities in any entityregardless of whether the Company directly or indirectly owns less than a majority of the equity interests of such person.

Subsidiaries. (a) Section 2.2(a) Each of the GFI Disclosure Letter sets forth Company’s direct and indirect subsidiaries (i) each Subsidiary of GFI (individually, a “GFI Subsidiary” and collectively, the “GFI Subsidiaries”), (ii) the number of authorized, allotted, issued and outstanding Securities of each GFI Subsidiary, (iii) each GFI Subsidiary’s jurisdiction of incorporation or organization and (iv) the location of each GFI Subsidiary’s principal executive officeshas been identified on Schedule E hereto. Each GFI Subsidiary is a corporation or company limited by shares of the Subsidiaries has been duly incorporated or a limited liability companyformed, partnership or other entity duly organized and is validly existing andunder the laws of the jurisdiction of formation, to including the extent such concept or a similar concept exists in British Virgin Islands and Singapore, as the relevant jurisdictioncase may be, and in good standing under the laws of the jurisdiction of its incorporation incorporation, has full power and authority (corporate or organizationotherwise) to own its property and to conduct its business as described in the Registration Statement, as the case may beDisclosure Package, the Prospectus, and has all requisite corporate or other power and authority, as the case may be, is duly qualified to own, lease and operate its properties and assets and to carry on its business in all material respects as currently conducted. Each GFI Subsidiary is qualified or licensed to do transact business and is in good standing in each jurisdiction where in which the ownership, leasing or operation of its properties or assets or conduct of its business or its ownership or leasing of property requires such qualification or licensequalification, except where any failures to the extent that the failure to be so qualified or licensed and be in good standing do would not constitute result in a Material Adverse Effect. GFI has delivered or made available to Parent true, correct and complete copies of the Constituent Documents of each GFI Subsidiary, as amended and in effect Change on the date of this Agreement. (b) GFI isCompany and its Subsidiaries, directly or indirectlytaken as a whole. Except as otherwise disclosed in the Registration Statement, the record Disclosure Package and Beneficial Owner of the Prospectus, all of the outstanding Securities equity interests of each GFI SubsidiarySubsidiary have been duly and validly authorized and issued, are owned directly or indirectly by the Company, are fully paid in accordance with its amended and restated articles of association, memorandum of association or charter documents including any of the foregoing charter documents that will become effective upon completion of the Offering and non-assessable and are free and clear of any Liens and free of any other limitation all liens, encumbrances, equities or restriction claims (including any limitation or restriction on the right to vote, sell, transfer or otherwise dispose “Liens”). None of the Securities), other than, outstanding share capital or equity interest in each case, any limitation or restriction imposed by any federal, state or foreign securities Laws. All of such Securities have been duly authorized, validly issued, fully paid and, where applicable, are non-assessable (and no such Securities have been Subsidiary was issued in violation of any preemptive or similar rights)rights of any security holder of such Subsidiary. Except for the Securities All of the GFI constitutive or organizational documents of each of the Subsidiaries comply with the requirements of applicable laws of its jurisdiction of incorporation or organization and are in full force and effect. Apart from the Subsidiaries, GFI the Company has no direct or indirect subsidiaries or any other company over which it has direct or indirect effective control. Other than the Subsidiaries, the Company does not own, directly or indirectlyindirectly control any entity through contractual arrangements or otherwise such that the entity would be deemed a consolidated affiliated entity whose financial results would be consolidated under U.S. GAAP with the financial results of the Company on the consolidated financial statements of the Company, any Securities in any entityregardless of whether the Company directly or indirectly owns less than a majority of the equity interests of such person.

Subsidiaries. (a) Section 2.2(a) Attached hereto as DL 3.6 is a true and complete list of each subsidiary of the GFI Disclosure Letter sets forth Corporation (i) each Subsidiary of GFI (individually, a “GFI Subsidiary” and collectively, the “GFI "Subsidiaries”"), (ii) and except as set forth on DL 3.6, each of the number of authorized, allotted, issued Subsidiaries is duly incorporated and outstanding Securities of each GFI Subsidiary, (iii) each GFI Subsidiary’s jurisdiction of incorporation or organization and (iv) the location of each GFI Subsidiary’s principal executive offices. Each GFI Subsidiary is validly existing as a corporation or company limited by shares duly incorporated or a limited liability company, partnership or other entity duly organized and is validly existing and, to the extent such concept or a similar concept exists in the relevant jurisdiction, in good standing under the laws of the its jurisdiction of its incorporation or organizationincorporation, as the case may be, and has all requisite with full corporate or other power and authority, authority to conduct its business as it is now conducted and to own the case may be, to own, lease and operate its properties and assets and to carry on its business it now owns. Except as set forth in all material respects as currently conducted. Each GFI Subsidiary DL 3.6, each of the Subsidiaries is duly qualified or licensed to do business as a foreign corporation and is in good standing in each jurisdiction every jurisdiction, both domestic and foreign, where the ownership, leasing character of the property owned or operation leased by it or the nature of its properties or assets or conduct of its business requires activities makes such qualification or licensenecessary, except where any failures the failure to be so qualified or licensed and in good standing do is not constitute reasonably likely to have a Material Adverse Effect. GFI has delivered or made available to Parent true, correct and complete copies of the Constituent Documents of each GFI Subsidiary, as amended and in effect Effect on the date of this Agreement. (b) GFI isCorporation and its Subsidiaries, taken as a whole. All Subsidiaries are wholly owned, directly or indirectly, by the record and Beneficial Owner of all of the outstanding Securities of each GFI Subsidiary, free and clear of any Liens and free of any other limitation or restriction (including any limitation or restriction on the right to vote, sell, transfer or otherwise dispose of the Securities), other than, in each case, any limitation or restriction imposed by any federal, state or foreign securities Laws. All of such Securities have been duly authorized, validly issued, fully paid and, where applicable, are non-assessable (and no such Securities have been issued in violation of any preemptive or similar rights)Corporation. Except for the Securities of Subsidiaries or as set forth in DL 3.6, the GFI Subsidiaries, GFI Corporation does not own, directly or indirectly, any Securities securities or other ownership interests in any entityother entity and except as set forth in DL 3.6, neither the Corporation nor any of its Subsidiaries is subject to any obligation or requirement to provide funds for or to make any investment (in the form of a loan, capital contribution or otherwise) to or in any entity other than a Subsidiary. All of the shares of capital stock of the Subsidiaries have been duly authorized and validly issued, are fully paid and nonassessable, are not subject to, nor were they issued in violation of, any preemptive rights, and are owned, directly or indirectly, by the Corporation free and clear of all Encumbrances, options or claims whatsoever. No shares of capital stock of any of the Subsidiaries are reserved for issuance and there are no outstanding or authorized options, warrants, rights, subscriptions, claims of any character, agreements, obligations, rights of redemption, convertible or exchangeable securities, or other commitments, contingent or otherwise, relating to the capital stock of any Subsidiary, pursuant to which such Subsidiary is or may become obligated to issue any shares of capital stock of such Subsidiary or any securities convertible into, exchangeable for, or evidenced in the right to subscribe for, any shares of such Subsidiary. Except as set forth in DL 3.6(ii), there are no restrictions of any kind which prevent the payment of dividends by any of the Subsidiaries.

Subsidiaries. (a) Section 2.2(a3.2(a) of the GFI Company Disclosure Letter sets forth (i) each Subsidiary of GFI the Company (individually, a “GFI Company Subsidiary” and collectively, the “GFI Company Subsidiaries”), ) and (ii) the number of authorized, allotted, issued and outstanding Securities of each GFI Subsidiary, (iii) each GFI such Company Subsidiary’s jurisdiction of incorporation or organization and (iv) the location of each GFI Subsidiary’s principal executive officesorganization. Each GFI Company Subsidiary and each of HATLP, OCOP and PLNL is a corporation or company limited by shares duly incorporated or a limited liability company, partnership or other entity duly organized and is validly existing and, to the extent such concept or a similar concept exists in the relevant jurisdictionif applicable, in good standing under the laws Laws of the jurisdiction of its incorporation or organization, as the case may be, and has all requisite corporate or other power and authority, as the case may be, to own, lease and operate its properties and assets and to carry on its business in all material respects as currently now being conducted. Each GFI Company Subsidiary is duly qualified or licensed to do business and is in good standing in each jurisdiction where in which the nature of its business or the ownership, leasing or operation of its properties or assets or conduct of its business requires makes such qualification or licenselicensing necessary, except where any failures for those jurisdictions in which the failure to be so qualified or licensed and or to be in good standing do standing, individually or in the aggregate, has not constitute resulted in and would not reasonably be expected to result in a Material Adverse EffectEffect on the Company. GFI The Company has delivered or made available to Parent true, correct and complete copies of the Constituent Documents of each GFI Company Subsidiary, as amended and in effect on the date of this Agreement. (b) GFI The Company is, directly or indirectly, the record and Beneficial Owner of (i) all of the outstanding Securities of each GFI SubsidiaryCompany Subsidiary (other than TNCLP), (ii) 75.321% of the outstanding Securities of TNCLP, (iii) 50% of the outstanding Securities of GrowHow, (iv) 50% of the outstanding Securities of HATLP, (v) 50% of the outstanding Securities of OCOP and (vi) 50% of the outstanding Securities of PLNL, in each case free and clear of any Liens and, except with respect to the Securities of GrowHow, HATLP, OCOP and PLNL, free of any other limitation or restriction (including any limitation or restriction on the right to vote, sell, transfer or otherwise dispose of the Securities), other than, in each case, any limitation or restriction imposed by any federal, state or foreign securities Laws. All of such Securities so owned by the Company have been duly authorized, validly issued, fully paid and, where applicable, are non-assessable and nonassessable (and no such Securities shares have been issued in violation of any preemptive or similar rights). Except for the Securities of the GFI Company Subsidiaries, GFI GrowHow, HATLP, OCOP and PLNL, the Company does not own, directly or indirectly, any Securities in any entityPerson.

Subsidiaries. (a) Section 2.2(aAll of the issued and outstanding shares of capital stock of each of the Company’s Subsidiaries that is registered or incorporated outside of the PRC are owned directly or indirectly by the Company, free and clear of all liens, and are duly authorized and validly issued, fully paid and non-assessable and there is no subscription, option, warrant, call right, agreement or commitment relating to the issuance, sale, delivery, voting, transfer or redemption by any such Subsidiaries (including any right of conversion or exchange under any outstanding security or other instrument) of the GFI Disclosure Letter sets forth capital stock of any such Subsidiaries (iother than any such subscription, option, warrant, call right, agreement or commitment in favor of the Company or its Subsidiaries). (b) For each Subsidiary of GFI the Company’s Subsidiaries that is registered or incorporated in the PRC (individually, a “GFI Subsidiary” and collectively, the “GFI SubsidiariesOnshore Companies”), (ii) each holder of record of its registered capital have contributed in full its subscribed share of the number entity’s registered capital pursuant to the articles of authorizedassociation and, allottedas applicable, relevant joint venture contracts, and all such contributions have been verified and certified by a Chinese registered public accountant according to applicable law, approved by and registered with all relevant Governmental Authorities and fully paid, and verification certificates have been issued to each such holder of record or previous investor accordingly. All previous transfers or assignments of registered capital have been approved by and outstanding Securities registered with the relevant Governmental Authorities and all necessary corporate actions. Each Onshore Company successfully passed all of the applicable annual audits required by applicable law. Without limiting the generality of the foregoing, all approvals, registrations and filings required under PRC Law for the due and proper establishment and operation of each GFI Subsidiary, (iii) each GFI Subsidiary’s jurisdiction Onshore Company and for the conduct of incorporation or organization and (iv) the location business of each GFI Subsidiary’s principal executive offices. Each GFI Subsidiary is a corporation or company limited such Onshore Company have been duly obtained by shares duly incorporated or a limited liability companythe Onshore Companies from the relevant PRC Governmental Authorities and are in full force and effect, partnership or other entity duly organized and is validly existing and, except to the extent the failure to obtain or complete any such concept approval, registration or a similar concept exists filing would not, individually or in the relevant jurisdictionaggregate, in good standing under the laws of the jurisdiction of its incorporation or organization, as the case may be, and has all requisite corporate or other power and authority, as the case may be, to own, lease and operate its properties and assets and to carry on its business in all material respects as currently conducted. Each GFI Subsidiary is qualified or licensed to do business and is in good standing in each jurisdiction where the ownership, leasing or operation of its properties or assets or conduct of its business requires such qualification or license, except where any failures to be so qualified or licensed and in good standing do not constitute have a Material Adverse Effect. GFI has delivered or made available All required approvals of, and filings and registrations with, the relevant Onshore Companies required in respect of each Onshore Company and other Subsidiaries (to Parent truethe extent applicable) and their respective operations, correct including but not limited, the National Development and complete copies Reform Commission of the Constituent Documents of each GFI Subsidiary, as amended and in effect on the date of this Agreement. (b) GFI is, directly or indirectlyPRC, the record MOFCOM, the SAIC, the SAFE or their respective local branches, and Beneficial Owner of all of the outstanding Securities of each GFI Subsidiaryrelevant tax bureau, free customs authorities and clear of any Liens and free of any other limitation or restriction (including any limitation or restriction on the right to voteproduct registration authorities, sell, transfer or otherwise dispose of the Securities), other than, in each case, any limitation or restriction imposed by any federal, state or foreign securities Laws. All of such Securities have been duly authorizedobtained or completed by the Company or the applicable Company Subsidiary in accordance with the relevant PRC Laws, validly issuedexcept to the extent the failure to obtain or complete any such approvals, fully paid andfilings or registration would not, where applicableindividually or in the aggregate, are non-assessable (and no such Securities have been issued in violation of any preemptive or similar rights). Except for the Securities of the GFI Subsidiaries, GFI does not own, directly or indirectly, any Securities in any entitya Material Adverse Effect.

Subsidiaries. (a) Section 2.2(a) Each of the GFI Disclosure Letter sets forth Company’s direct and indirect subsidiaries (i) each Subsidiary of GFI (individually, a “GFI Subsidiary” and collectively, the “GFI Subsidiaries”), (ii) the number of authorized, allotted, issued and outstanding Securities of each GFI Subsidiary, (iii) each GFI Subsidiary’s jurisdiction of incorporation or organization and (iv) the location of each GFI Subsidiary’s principal executive officeshas been identified on Schedule E hereto. Each GFI Subsidiary is a corporation or company limited by shares of the Subsidiaries has been duly incorporated or a limited liability companyformed, partnership or other entity duly organized and is validly existing and, to the extent such concept or a similar concept exists in the relevant jurisdiction, and in good standing under the laws of the jurisdiction of its incorporation incorporation, has full power and authority (corporate or organizationotherwise) to own its property and to conduct its business as described in the Registration Statement, as the case may beDisclosure Package, the Prospectus, and has all requisite corporate or other power and authority, as the case may be, is duly qualified to own, lease and operate its properties and assets and to carry on its business in all material respects as currently conducted. Each GFI Subsidiary is qualified or licensed to do transact business and is in good standing in each jurisdiction where in which the ownership, leasing or operation of its properties or assets or conduct of its business or its ownership or leasing of property requires such qualification or licensequalification, except where any failures to the extent that the failure to be so qualified or licensed and be in good standing do would not constitute result in a Material Adverse Effect. GFI has delivered or made available to Parent true, correct and complete copies of the Constituent Documents of each GFI Subsidiary, as amended and in effect Change on the date of this Agreement. (b) GFI isCompany and its Subsidiaries, directly or indirectlytaken as a whole. Except as otherwise disclosed in the Registration Statement, the record Disclosure Package and Beneficial Owner of the Prospectus, all of the outstanding Securities equity interests of each GFI SubsidiarySubsidiary have been duly and validly authorized and issued, are owned or controlled directly or indirectly by the Company, are fully paid in accordance with its memorandum and articles of association or charter documents and non-assessable and are free and clear of any Liens and free of any other limitation all liens, encumbrances, equities or restriction (including any limitation or restriction on the right to vote, sell, transfer or otherwise dispose claims. None of the Securities), other than, outstanding share capital or equity interest in each case, any limitation or restriction imposed by any federal, state or foreign securities Laws. All of such Securities have been duly authorized, validly issued, fully paid and, where applicable, are non-assessable (and no such Securities have been Subsidiary was issued in violation of any preemptive or similar rights)rights of any security holder of such Subsidiary. Except for the Securities All of the GFI constitutive or organizational documents of each of the Subsidiaries comply with the requirements of applicable laws of its jurisdiction of incorporation or organization and are in full force and effect. Apart from the Subsidiaries, GFI the Company has no direct or indirect subsidiaries or any other company over which it has direct or indirect effective control. Other than the Subsidiaries, the Company does not own, directly or indirectlyindirectly control any entity through contractual arrangements or otherwise such that the entity would be deemed a consolidated affiliated entity whose financial results would be consolidated under U.S. GAAP with the financial results of the Company on the consolidated financial statements of the Company, any Securities in any entityregardless of whether the Company directly or indirectly owns less than a majority of the equity interests of such person.

Subsidiaries. (a) Section 2.2(a) Each Subsidiary of the GFI Disclosure Letter sets forth (i) each Subsidiary of GFI (individually, a “GFI Subsidiary” and collectively, the “GFI Subsidiaries”), (ii) the number of authorized, allotted, issued and outstanding Securities of each GFI Subsidiary, (iii) each GFI Subsidiary’s jurisdiction of incorporation or organization and (iv) the location of each GFI Subsidiary’s principal executive offices. Each GFI Subsidiary Company is a corporation or company limited by shares an entity duly incorporated or a limited liability companyotherwise duly organized, partnership or other entity duly organized and is validly existing and, to the extent such concept and (where applicable or a similar concept exists in the relevant jurisdiction, recognized) in good standing under the laws of the its jurisdiction of its incorporation or organization, as except, in the case may beof any such Subsidiary, and where the failure to be so incorporated, organized, existing or in good standing would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Each Subsidiary of the Company has all requisite corporate corporate, limited liability company or other power comparable powers and authority, as the case may be, to own, lease and operate its properties and assets and all Governmental Authorizations required to carry on its business as now conducted, except for those powers or Governmental Authorizations the absence of which has not had, and would not reasonably be expected to have, individually or in all material respects as currently conductedthe aggregate, a Company Material Adverse Effect. Each GFI such Subsidiary is duly qualified or licensed to do business as a foreign entity and is in good standing in each jurisdiction where the ownership, leasing or operation of its properties or assets or conduct of its business requires such qualification or licenseis necessary, except for those jurisdictions where any failures failure to be so qualified has not had, and would not reasonably be expected to have, individually or licensed and in good standing do not constitute the aggregate, a Company Material Adverse Effect. GFI has delivered or made available to Parent true, correct and complete copies of the Constituent Documents of each GFI Subsidiary, as amended and in effect on the date of this Agreement. (b) GFI isAll of the outstanding capital stock or other voting securities of or other ownership interests in each Subsidiary of the Company are owned by the Company, directly or indirectly, the record and Beneficial Owner of all of the outstanding Securities of each GFI Subsidiary, free and clear of any Liens Lien and free of any other limitation or restriction (including any limitation or restriction on the right to vote, sell, transfer sell or otherwise dispose of the Securitiessuch capital stock or other voting securities or other ownership interests), other than, in each casecase other than (x) statutory or other liens for Taxes or assessments which are not yet due or delinquent or the validity of which is being contested in good faith by appropriate proceedings and for which adequate reserves are being maintained in accordance with GAAP, (y) transfer and other restrictions under applicable federal and state securities Laws and (z) in the case of Subsidiaries that are immaterial to the Company and its Subsidiaries, taken as a whole, immaterial Liens. Section 4.6(b) of the Company Disclosure Letter contains a complete and accurate list of the Subsidiaries of the Company, including, for each of the Subsidiaries, (i) its name and (ii) its jurisdiction of organization. Each Subsidiary is directly or indirectly wholly owned by the Company. There are no issued, reserved for issuance or outstanding (i) securities of the Company or any of its Subsidiaries convertible into, or exchangeable for, shares of capital stock or other voting securities of or other ownership interests in any Subsidiary of the Company, (ii) warrants, calls, options or other rights to acquire from the Company or any of its Subsidiaries, or other obligations of the Company or any of its Subsidiaries to issue, any limitation shares of capital stock or restriction imposed by other voting securities of or other ownership interests in or any federalsecurities convertible into, state or foreign exchangeable for, any shares of capital stock or other voting securities Laws. All of such Securities have been duly authorizedor other ownership interests in any Subsidiary of the Company or (iii) restricted shares, validly issuedstock appreciation rights, fully paid andperformance units, where applicablecontingent value rights, are non-assessable (and no such Securities have been issued in violation of any preemptive “phantom” stock or similar rights). Except for securities or rights issued or granted by the Securities Company or any of the GFI Subsidiariesits Subsidiaries that are derivative of, GFI does not ownor provide economic benefits based, directly or indirectly, on the value or price of, any Securities capital stock or other voting securities of or other ownership interests in any entitySubsidiary of the Company (the items in clauses (i) through (iii) being referred to collectively as the “Company Subsidiary Securities”). There are no outstanding obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any of the Company Subsidiary Securities.

Subsidiaries. (a) Section 2.2(a) Each Subsidiary of the GFI Disclosure Letter sets forth (i) each Subsidiary of GFI (individually, a “GFI Subsidiary” and collectively, the “GFI Subsidiaries”), (ii) the number of authorized, allotted, issued and outstanding Securities of each GFI Subsidiary, (iii) each GFI Subsidiary’s jurisdiction of incorporation or organization and (iv) the location of each GFI Subsidiary’s principal executive offices. Each GFI Subsidiary Company is a corporation or company limited by shares an entity duly incorporated or a limited liability companyotherwise duly organized, partnership or other entity duly organized and is validly existing and, to the extent such concept and (where applicable or a similar concept exists in the relevant jurisdiction, recognized) in good standing under the laws of the its jurisdiction of its incorporation or organization, as except, in the case may beof any such Subsidiary, and where the failure to be so incorporated, organized, existing or in good standing would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Each Subsidiary of the Company has all requisite corporate corporate, limited liability company or other power comparable powers and authority, as the case may be, to own, lease and operate its properties and assets and all Governmental Authorizations required to carry on its business as now conducted, except for those powers or Governmental Authorizations the absence of which has not had, and would not reasonably be expected to have, individually or in all material respects as currently conductedthe aggregate, a Company Material Adverse Effect. Each GFI such Subsidiary is duly qualified or licensed to do business as a foreign entity and is in good standing in each jurisdiction where the ownership, leasing or operation of its properties or assets or conduct of its business requires such qualification or licenseis necessary, except for those jurisdictions where any failures failure to be so qualified has not had, and would not reasonably be expected to have, individually or licensed and in good standing do not constitute the aggregate, a Company Material Adverse Effect. GFI has delivered or made available to Parent true, correct and complete copies of the Constituent Documents of each GFI Subsidiary, as amended and in effect on the date of this Agreement... (b) GFI isAll of the outstanding capital stock or other voting securities of or other ownership interests in each Subsidiary of the Company, are owned by the Company, directly or indirectly, the record and Beneficial Owner of all of the outstanding Securities of each GFI Subsidiary, free and clear of any Liens Lien and free of any other limitation or restriction (including any limitation or restriction on the right to vote, sell, transfer sell or otherwise dispose of the Securitiessuch capital stock or other voting securities or other ownership interests), other than, in each casecase other than (x) statutory or other liens for Taxes or assessments which are not yet due or delinquent or the validity of which is being contested in good faith by appropriate proceedings and for which adequate reserves are being maintained, (y) transfer and other restrictions under applicable federal and state securities Laws and (z) in the case of Subsidiaries that are immaterial to the Company and its Subsidiaries, taken as a whole, immaterial Liens. There are no issued, reserved for issuance or outstanding (i) securities of the Company or any of its Subsidiaries convertible into, or exchangeable for, shares of capital stock or other voting securities of or other ownership interests in any Subsidiary of the Company, (ii) warrants, calls, options or other rights to acquire from the Company or any of its Subsidiaries, or other obligations of the Company or any of its Subsidiaries to issue, any limitation shares of capital stock or restriction imposed by other voting securities of or other ownership interests in or any federalsecurities convertible into, state or foreign exchangeable for, any shares of capital stock or other voting securities Laws. All of such Securities have been duly authorizedor other ownership interests in any Subsidiary of the Company or (iii) restricted shares, validly issuedstock appreciation rights, fully paid andperformance units, where applicablecontingent value rights, are non-assessable (and no such Securities have been issued in violation of any preemptive “phantom” stock or similar rights). Except for securities or rights issued or granted by the Securities Company or any of the GFI Subsidiariesits Subsidiaries that are derivative of, GFI does not ownor provide economic benefits based, directly or indirectly, on the value or price of, any Securities capital stock or other voting securities of or other ownership interests in any entitySubsidiary of the Company (the items in clauses (i) through (iii) being referred to collectively as the “Company Subsidiary Securities”). There are no outstanding obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any of the Company Subsidiary Securities.

Subsidiaries. (a) Section 2.2(a3.8(a) of the GFI Company Disclosure Letter sets forth (i) contains a complete and accurate list of the name, jurisdiction of organization, capitalization and schedule of stockholders of each Subsidiary of GFI (individually, a “GFI Subsidiary” and collectively, the “GFI Subsidiaries”), (ii) the number of authorized, allotted, issued and outstanding Securities of each GFI Subsidiary, (iii) each GFI Subsidiary’s jurisdiction of incorporation or organization and (iv) the location of each GFI Subsidiary’s principal executive officesCompany. Each GFI Subsidiary of the Subsidiaries of the Company is a corporation or company limited by shares duly incorporated or a limited liability companyorganized, partnership or other entity duly organized and is validly existing and, to the extent such concept or a similar concept exists in the relevant jurisdiction, and in good standing under the laws of the jurisdiction of its incorporation or organization, as respective organization (to the extent the “good standing” concept is applicable in the case may be, and of any jurisdiction outside the United States). Each of the Subsidiaries of the Company has all the requisite corporate or other power and authority, authority to carry on its respective business as the case may be, it is presently being conducted and to own, lease and or operate its respective properties and assets and assets, except where the failure to carry on its business be in all material respects as currently conductedgood standing would not have a Company Material Adverse Effect. Each GFI Subsidiary of the Subsidiaries of the Company is duly qualified or licensed to do business and is in good standing in each jurisdiction where the ownership, leasing or operation character of its properties owned or assets leased or conduct the nature of its business requires activities make such qualification or licensenecessary (to the extent the “good standing” concept is applicable in the case of any jurisdiction outside the United States), except where any failures the failure to be so qualified or licensed and in good standing do would not constitute have, individually or in the aggregate, a Company Material Adverse Effect. GFI The Company has delivered or made available to Parent true, Newco complete and correct and complete copies of the Constituent Documents of each GFI Subsidiarycharters and bylaws or other constituent documents, as amended and to date, of each of the Subsidiaries of the Company. None of the Subsidiaries of the Company is in effect on the date violation of this Agreementits charter, bylaws or other constituent documents. (b) GFI isAll of the outstanding capital stock of, or other equity or voting interest in, each Subsidiary of the Company (i) have been duly authorized, validly issued and are fully paid and nonassessable and (ii) are owned, directly or indirectly, by the record and Beneficial Owner of all of the outstanding Securities of each GFI SubsidiaryCompany, free and clear of any Liens all liens and free of any other limitation or restriction (including any limitation or restriction on the right to vote, sell, transfer sell or otherwise dispose of such capital stock or other equity or voting interest) that would prevent the Securities), other than, Subsidiaries of the Company from conducting their respective businesses as of the Effective Time in each case, any limitation or restriction imposed by any federal, state or foreign securities Laws. All of substantially the same manner such Securities have been duly authorized, validly issued, fully paid and, where applicable, businesses are non-assessable (and no such Securities have been issued in violation of any preemptive or similar rights)conducted on the date hereof. Except for the Securities capital stock and other ownership interests of the GFI SubsidiariesSubsidiaries of the Company, GFI the Company does not own, directly or indirectly, any Securities more than five percent (5%) of the capital stock or other voting or equity securities or interests in any entityPerson. (c) There are no outstanding (i) securities of any Subsidiary convertible into or exchangeable for shares of capital stock of, or other equity or voting interest in, any Subsidiaries of the Company, (ii) options, warrants or other rights or arrangements obligating the Company or any of its Subsidiaries to acquire from any Subsidiaries of the Company, or that obligates any Subsidiaries of the Company to issue, any capital stock of, or other equity or voting interest in, or any securities convertible into or exchangeable for shares of capital stock of, or other equity or voting interest in, any Subsidiaries of the Company, (iii) obligations of any Subsidiaries of the Company to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar Contract relating to any capital stock of, or other equity or voting interest (including any voting debt) in, any Subsidiaries of the Company, (iv) outstanding restricted shares, restricted share units, stock appreciation rights, performance shares, contingent value rights, “phantom” stock or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any capital stock of, or other voting securities or ownership interests in, any Subsidiary of the Company (the items in clauses (i), (ii), (iii) and (iv), together with the capital stock of the Subsidiaries of the Company, being referred to collectively as “Subsidiary Securities”), (v) voting trusts, proxies or other similar agreements or understandings to which any Subsidiary of the Company is a party or by which any Subsidiary of the Company is bound with respect to the voting of any shares of capital stock of any Subsidiary of the Company, (v) obligations or commitments of any character restricting the transfer of any shares of capital stock of any Subsidiary of the Company, or (vii) other obligations by any Subsidiaries of the Company to make any payments based on the price or value of any shares of any Subsidiaries of the Company. Neither the Company nor any of its Subsidiaries is a party to any Contract that obligates any Subsidiaries of the Company to repurchase, redeem or otherwise acquire any outstanding Subsidiary Securities.

Subsidiaries. (a) A complete list, as of the date of this Agreement, of each Subsidiary of the Company and its jurisdiction of incorporation, formation or organization, outstanding Equity Securities, and holders of Equity Securities, as applicable, is set forth on Section 2.2(a3.2(a) of the GFI Company Disclosure Letter sets Letter. Except as set forth (iin Section 3.2(a) each of the Company Disclosure Letter, the Company does not directly or indirectly own any equity or similar interests in, or any interest convertible into or exchangeable or exercisable for any equity or similar interest in, any other corporation, company, partnership, joint venture or business association or other entity. Each Subsidiary of GFI (individually, a “GFI Subsidiary” and collectively, the “GFI Subsidiaries”), (ii) the number of authorized, allotted, issued and outstanding Securities of each GFI Subsidiary, (iii) each GFI Subsidiary’s jurisdiction of incorporation or organization and (iv) the location of each GFI Subsidiary’s principal executive offices. Each GFI Subsidiary is a corporation or company limited by shares duly incorporated or a limited liability company, partnership or other entity Company has been duly organized and is validly existing andand in good standing under the Laws of its jurisdiction of incorporation and has requisite corporate power and authority to own and operate its properties and assets, to carry on its business as presently conducted and contemplated to be conducted. Each Subsidiary of the Company is duly licensed or qualified and in good standing (to the extent such concept is applicable in such Subsidiary’s jurisdiction of formation) as a foreign or a similar concept exists extra-provincial corporation (or other entity, if applicable) in each jurisdiction in which its ownership of property or the relevant jurisdiction, character of its activities is such as to require it to be so licensed or qualified or in good standing under (to the laws of the extent such concept is applicable in such Subsidiary’s jurisdiction of its incorporation or organizationformation), as applicable, except where the case may be, and has all requisite corporate failure to be so licensed or other power and authority, as the case may be, to own, lease and operate its properties and assets and to carry on its business in all material respects as currently conducted. Each GFI Subsidiary is qualified or licensed to do business and is in good standing in each jurisdiction where would not be material to the ownership, leasing or operation of its properties or assets or conduct of its business requires such qualification or license, except where any failures to be so qualified or licensed and in good standing do not constitute a Material Adverse Effect. GFI has delivered or made available to Parent true, correct and complete copies of the Constituent Documents of each GFI SubsidiaryCompany and its Subsidiaries, taken as amended and in effect on the date of this Agreementa whole. (b) GFI is, directly or indirectly, All the record and Beneficial Owner of all of the outstanding Securities of each GFI Subsidiary, free and clear of any Liens and free of any other limitation or restriction (including any limitation or restriction on the right to vote, sell, transfer or otherwise dispose of the Securities), other than, in each case, any limitation or restriction imposed by any federal, state or foreign securities Laws. All of such Securities Control Documents have been duly authorizedexecuted and delivered and constitute legally binding obligations of the parties hereto in accordance with their respective terms. As a result, validly issued, fully paid and, where applicable, are nonWuhan Lotus Technology has established effective Control over Wuhan Lotus E-assessable Commerce through the Control Documents. The equity pledge by the equity holders of Wuhan Lotus E-Commerce in favor of Wuhan Lotus Technology pursuant to the Control Documents has been registered with Governmental Authorities (and no such Securities have been issued in violation of any preemptive or similar rightsthe “Equity Pledge Registration”). Except for The Equity Pledge Registration remains effective and valid, and there is no Encumbrance held by any Person on the Securities of the GFI Subsidiaries, GFI does not own, directly or indirectly, any Equity Securities in any entityWuhan Lotus E-Commerce other than the Equity Pledge Registration.

Subsidiaries. (a) Section 2.2(a3.07(a) of the GFI Company Disclosure Letter sets forth (i) a complete and accurate list of the name, jurisdiction of organization, capitalization and Schedule of stockholders of each Significant Subsidiary and each non-wholly owned Subsidiary of GFI (individually, a “GFI Subsidiary” and collectivelythe Company. Except as set forth in Section 3.07(a) of the Company Disclosure Letter, the “GFI Subsidiaries”)Company does not own, (ii) directly or indirectly, any capital stock, voting securities or equity interests in any Person that is not a wholly-owned Subsidiary of the number of authorized, allotted, issued and outstanding Securities of each GFI Subsidiary, (iii) each GFI Subsidiary’s jurisdiction of incorporation or organization and (iv) the location of each GFI Subsidiary’s principal executive officesCompany. Each GFI Subsidiary of the Company’s Subsidiaries is a corporation or company limited by shares duly incorporated or a limited liability companyorganized, partnership or other entity duly organized and is validly existing and, to the extent such concept or a similar concept exists in the relevant jurisdiction, and in good standing under the laws of the jurisdiction of its incorporation or respective organization, as except where the case may be, and failure to be in good standing would not have a Company Material Adverse Effect. Each of the Company’s Subsidiaries has all the requisite corporate or other entity power and authority, authority to conduct its respective business as the case may be, it is presently being conducted and to own, lease and or operate its respective properties and assets and to carry on its business in all material respects as currently conductedassets. Each GFI Subsidiary of the Company’s Subsidiaries is duly qualified or licensed to do business and is in good standing in each jurisdiction where the ownership, leasing or operation character of its properties owned or assets leased or conduct the nature of its business requires activities makes such qualification or licensenecessary, except where any failures the failure to be so qualified or licensed and in good standing do would not constitute have a Company Material Adverse Effect. GFI The Company has delivered or made available to Parent true, correct and complete copies of the Constituent Documents certificates of incorporation and bylaws (or comparable organizational documents) of each GFI Subsidiaryof its Significant Subsidiaries and each of its non-wholly owned Subsidiaries, in each case as amended and in effect on as of the date of this Agreement. None of the Company’s Subsidiaries is in violation of its certificate of incorporation, bylaws or other applicable constituent documents, except for any violation that would not have a Company Material Adverse Effect. (b) GFI isAll of the outstanding capital stock of, or other equity or voting interest in, each Subsidiary of the Company (i) have been duly authorized, validly issued and are fully paid and nonassessable and (ii) are owned, directly or indirectly, by the record and Beneficial Owner of all of the outstanding Securities of each GFI SubsidiaryCompany, free and clear of any all Liens (other than Permitted Liens) and free of any other limitation or restriction (including any limitation or restriction on the right to vote, sell, transfer sell or otherwise dispose of the Securitiessuch capital stock or other equity or voting interest), other than, in each case, except as would not have a Company Material Adverse Effect. (c) There are no outstanding (i) securities of any limitation Subsidiary of the Company convertible into or restriction imposed exchangeable for shares of capital stock of, or other equity or voting interest in, the Company or any Subsidiary of the Company, (ii) options, warrants or other rights to acquire from any Subsidiary of the Company, or that obligates any Subsidiary of the Company to issue, any capital stock of, or other equity or voting interest in, or any securities convertible into or exchangeable for shares of capital stock of, or other equity or voting interest in, the Company or any Subsidiary of the Company, (iii) obligations of any Subsidiary of the Company to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar Contract relating to any capital stock of, or other equity or voting interest (including any voting debt) in, the Company or any Subsidiary of the Company, or (iv) other obligations by any federalSubsidiary of the Company to make or issue any payments based on, state or foreign other securities Laws. All or rights that are derivative of, or provide economic benefits based on, the price or value of such Securities have been duly authorizedthe interests, validly issuedsecurities or rights described in the foregoing clauses (i) through (iii) of, fully paid andor any capital stock or other equity or voting interest in, where applicableany Subsidiary of the Company (the items in clauses (i), are non-assessable (ii), (iii) and no such Securities have been issued in violation (iv), together with the capital stock of, or other equity or voting interest in, the Subsidiaries of the Company, being referred to collectively as “Subsidiary Securities”). (d) Neither the Company nor any of its Subsidiaries is a party to any Contract relating to the voting of, requiring registration of, or granting any preemptive rights, anti-dilutive rights or rights of first refusal or other similar rights)rights with respect to any Subsidiary Securities. Except for the Securities There are no outstanding obligations of the GFI SubsidiariesCompany or any of its Subsidiaries to repurchase, GFI does not own, directly redeem or indirectly, otherwise acquire any Securities in any entitySubsidiary Securities.

Subsidiaries. (a) Section 2.2(a) of the GFI Disclosure Letter sets forth (i) each Each Subsidiary of GFI (individuallyInuvo is duly organized, a “GFI Subsidiary” and collectively, the “GFI Subsidiaries”), (ii) the number of authorized, allotted, issued and outstanding Securities of each GFI Subsidiary, (iii) each GFI Subsidiary’s jurisdiction of incorporation or organization and (iv) the location of each GFI Subsidiary’s principal executive offices. Each GFI Subsidiary is a corporation or company limited by shares duly incorporated or a limited liability company, partnership or other entity duly organized and is validly existing and, to the extent such concept or a similar concept exists in the relevant jurisdiction, and in good standing under the laws of the its jurisdiction of its incorporation or organization, as the case may be, organization and has all the requisite corporate or other power and authority, as the case may be, authority to own, lease lease, license and operate its assets and properties and assets and to carry on its business in all material respects as currently it is now being conducted. Each GFI , and each Subsidiary of Inuvo is qualified or licensed to do business transact business, and is in good standing standing, in each jurisdiction where in which the ownershipproperties owned, leasing leased, licensed or operation operated by it or the nature of its properties or assets or conduct of its the business requires conducted by it makes such qualification or licensenecessary, except where any failures such failure to be so duly approved, qualified or licensed and in good standing do has not constitute had and would not reasonably be expected to have, individually or in the aggregate, a Inuvo Material Adverse Effect. GFI has delivered or made available to Parent true, correct and complete copies of the Constituent Documents of each GFI Subsidiary, as amended and in effect on the date of this Agreement. (b) GFI is, directly or indirectly, the record and Beneficial Owner of all All of the outstanding Securities shares of capital stock or other equity interests of each GFI Subsidiary, free and clear Subsidiary of any Liens and free of any other limitation or restriction (including any limitation or restriction on the right to vote, sell, transfer or otherwise dispose of the Securities), other than, in each case, any limitation or restriction imposed by any federal, state or foreign securities Laws. All of such Securities have been duly authorized, Inuvo are validly issued, fully paid andpaid, where applicablenonassessable and free of preemptive rights and are owned directly or indirectly by Inuvo. There are no subscriptions, options, warrants, voting trusts, proxies or other commitments, understandings, restrictions or arrangements relating to the issuance, sale, voting or transfer of any shares of capital stock or other equity interests of any Subsidiary of Inuvo, including any right of conversion or exchange under any outstanding security, instrument or agreement. (c) Inuvo has heretofore furnished to Inuvo in the Inuvo Data Room a complete and correct copy of each of Inuvo’s Subsidiaries’ Articles of Incorporation, Certificate of Incorporation, Articles of Organization or Operating Agreement, as the case may be (collectively, the “Inuvo Subsidiary Charters”), and Bylaws (collectively, the “Inuvo Subsidiary Bylaws”), each as amended to date. The Inuvo Subsidiary Charters and the Inuvo Subsidiary Bylaws are non-assessable (in full force and no such Securities have been issued effect. Inuvo’s Subsidiaries are not in violation of any preemptive provision of the applicable Inuvo Subsidiary Charters or the applicable Inuvo Subsidiary Bylaws. Inuvo has made available to CPT in the Inuvo Data Room copies of the charters of each committee of the Board of Directors of each Subsidiary of Inuvo and any code of conduct or similar rights). Except for the Securities policy adopted by each Subsidiary of the GFI Subsidiaries, GFI does not own, directly or indirectly, any Securities in any entityInuvo.

Subsidiaries. (a) Section 2.2(a) Each subsidiary of the GFI Disclosure Letter sets forth Company (i) each Subsidiary of GFI (individually, individually a “GFI Subsidiary” and collectively, the “GFI Subsidiaries”)) has been duly incorporated or organized, (ii) the number of authorized, allotted, issued and outstanding Securities of each GFI Subsidiary, (iii) each GFI Subsidiary’s jurisdiction of incorporation or organization and (iv) the location of each GFI Subsidiary’s principal executive offices. Each GFI Subsidiary is validly existing as a corporation or company limited by shares duly incorporated or a limited liability company, partnership or other legal entity duly organized and is validly existing and, to the extent such concept or a similar concept exists in the relevant jurisdiction, in good standing (or the foreign equivalent thereof) under the laws of the jurisdiction of its incorporation or organization, as has the case may be, and has all requisite corporate or other power and authority, as the case may be, authority to own, lease and operate own its properties and assets and to carry on conduct its business in all material respects as currently conducted. Each GFI Subsidiary being carried on and as described in the Registration Statement, the Disclosure Package and the Prospectus and is duly qualified or licensed to do transact business and is in good standing in each jurisdiction where in which the conduct of its business or its ownership, leasing or operation of its properties or assets or conduct of its business property requires such qualification or licensequalification, except where any failures to the extent that the failure to be so qualified or licensed and be in good standing do would not constitute result in a Material Adverse Effect. GFI has delivered or made available to Parent true, correct and complete copies All of the Constituent Documents issued and outstanding shares of capital stock or other equity interests of each GFI SubsidiarySubsidiary of the Company have been duly and validly authorized and issued, are fully paid and non-assessable and, except as amended set forth in that certain Security Interest Agreement, dated January 26, 2012, or as otherwise described in the Registration Statement, the Disclosure Package and in effect on the date of this Agreement. (b) GFI isProspectus, are owned directly by the Company or indirectly, the record and Beneficial Owner of all of the outstanding Securities of each GFI Subsidiarythrough its wholly-owned subsidiaries, free and clear of any Liens and free all liens, encumbrances, equities or claims. There is no outstanding option, right or agreement of any kind relating to the issuance, sale or transfer of any capital stock or other limitation or restriction (including any limitation or restriction on the right to vote, sell, transfer or otherwise dispose equity securities of the Securities)Subsidiaries to any person or entity except the Company, and none of the outstanding shares of capital stock or other than, in each case, equity interests of any limitation or restriction imposed by any federal, state or foreign securities Laws. All of such Securities have been duly authorized, validly issued, fully paid and, where applicable, are non-assessable (and no such Securities have been Subsidiary was issued in violation of any preemptive or similar rights)other rights to subscribe for or to purchase or acquire any securities of any of the Subsidiaries. Except for the Securities of the GFI its Subsidiaries, GFI does not ownthe Company owns no beneficial interest, directly or indirectly, any Securities in any corporation, partnership, joint venture or other business entity. The Company has no significant subsidiaries (as such term is defined in Rule 1-02(w) of Regulation S-X promulgated by the Commission) other than the Subsidiaries listed on Exhibit 8.1 to the Company’s Annual Report on Form 20-F for the year ended December 31, 2011.

Subsidiaries. (a) Section 2.2(a) Each Subsidiary of the GFI Disclosure Letter sets forth (i) each Subsidiary of GFI (individuallyCompany is duly organized, a “GFI Subsidiary” and collectively, the “GFI Subsidiaries”), (ii) the number of authorized, allotted, issued and outstanding Securities of each GFI Subsidiary, (iii) each GFI Subsidiary’s jurisdiction of incorporation or organization and (iv) the location of each GFI Subsidiary’s principal executive offices. Each GFI Subsidiary is a corporation or company limited by shares duly incorporated or a limited liability company, partnership or other entity duly organized and is validly existing and, to the extent such concept or a similar concept exists in the relevant jurisdiction, and in good standing under the laws of the its jurisdiction of its incorporation or organization, as the case may be, and has all requisite corporate or other power powers and authorityall governmental licenses, as the case may beauthorizations, to own, lease consents and operate its properties and assets and approvals required to carry on its business as now conducted, except for those the absence of which would not, individually or in the aggregate, be reasonably likely to have a Company Material Adverse Effect. For purposes of this Agreement, the term “Subsidiary,” when used with respect to any Person, means any other Person, whether incorporated or unincorporated, of which (i) more than fifty percent of the voting securities or other ownership interests is owned by such Person or one or more of its Subsidiaries, (ii) such Person or one or more of its Subsidiaries is a general partner or holds a majority of the voting interests of a partnership or (iii) securities or other interests having by their terms ordinary voting power to elect more than fifty percent of the board of directors or others performing similar functions with respect to such corporation or other organization, are directly owned or controlled by such Person or by any one or more of its Subsidiaries. For the avoidance of doubt, for all purposes of this Agreement, the MLP and its Subsidiaries shall be deemed to be Subsidiaries of the Company. The MLP consummated the transactions contemplated by that certain Partnership Restructuring Agreement, dated as of October 3, 2019, by and among the MLP, Opco and the other parties thereto in accordance in all material respects with the terms thereof as currently conducteddisclosed in the Company SEC Documents and the MLP SEC Documents. Each GFI Subsidiary of the Company is duly qualified or licensed to do business and is in good standing in each jurisdiction where in which the ownership, leasing character of the property owned or operation leased by it or the nature of its properties or assets or conduct of its business requires activities makes such qualification or licensenecessary, except for those jurisdictions where any failures failure to be so qualified would not, individually or licensed and in good standing do not constitute the aggregate, be reasonably likely to have a Company Material Adverse Effect. GFI has delivered or made available to Parent true, correct and complete copies All “significant subsidiaries” (as such term is defined in Section 1-02 of Regulation S-X under the Exchange Act) of the Constituent Documents Company and all entities listed on Exhibit 21 to the Company 10-K (collectively, and including for the avoidance of each GFI Subsidiarydoubt the MLP, as amended the “Significant Subsidiaries”) and their respective jurisdictions of organization are identified in effect on Section 3.6(a) of the date of this AgreementCompany Disclosure Schedules. (b) GFI isAll of the outstanding capital stock of, or other ownership interests in, each Significant Subsidiary of the Company (other than the MLP and its Subsidiaries) is wholly-owned by the Company, directly or indirectly, the record and Beneficial Owner of all of the outstanding Securities of each GFI Subsidiary, free and clear of any material Lien (other than Liens arising under securities laws) and free of any other material limitation or restriction (including any limitation or restriction on the right to vote, sell, transfer sell or otherwise dispose of such capital stock or other ownership interests). There are no outstanding (i) securities of the SecuritiesCompany or any of its Significant Subsidiaries (other than the MLP and its Subsidiaries) convertible into or exchangeable for shares of capital stock or other voting securities or ownership interests in any Significant Subsidiary of the Company (other than the MLP and its Subsidiaries) or (ii) (A) options, warrants or other rights to acquire from the Company or any of its Significant Subsidiaries (other than the MLP and its Subsidiaries) any capital stock, voting securities or other ownership interests in, or any securities convertible into or exchangeable for any capital stock, voting securities or ownership interests in, any Significant Subsidiary of the Company (other than the MLP and its Subsidiaries), (B) bonds, debentures, notes or other than, in each case, any limitation or restriction imposed by any federal, state or foreign securities Laws. All of such Securities have been duly authorized, validly issued, fully paid and, where applicable, are non-assessable (and no such Securities have been issued in violation indebtedness of any Significant Subsidiary of the Company (other than the MLP and its Subsidiaries) that are linked to, or calculated based on, the value of the Company or any of its Subsidiaries or otherwise based upon or derived from any dividends or other distributions declared or paid on any shares of capital stock of, or other equity or voting interests in, the Company or any of its Subsidiaries (other than the MLP and its Subsidiaries), or which have or which by their terms may have at any time (whether actual or contingent) the right to vote (or which are convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of the Company or any of its Subsidiaries (other than the MLP and its Subsidiaries) may vote or (C) preemptive or similar rights, subscription or other rights, convertible securities, agreements, arrangements or commitments of any character relating to the capital stock of any Significant Subsidiary of the Company (other than the MLP and its Subsidiaries), obligating the Company or any of its Significant Subsidiaries (other than the MLP and its Subsidiaries) to issue, transfer or sell any capital stock, voting securities or other ownership interests in, or any securities convertible into or exchangeable for any capital stock, voting securities or ownership interests in, any Significant Subsidiary of the Company (other than the MLP and its Subsidiaries) or obligating the Company or any Significant Subsidiary of the Company (other than the MLP and its Subsidiaries) to grant, extend or enter into any such option, warrant, subscription or other right, convertible security, agreement, arrangement or commitment (the items in the foregoing subclauses (i) and (ii) being referred to collectively as “Company Subsidiary Securities”). There are no outstanding obligations of the Company or any of its Subsidiaries (other than the MLP and its Subsidiaries) to repurchase, redeem or otherwise acquire any outstanding Company Subsidiary Securities. Other than the MLP, no Subsidiary of the Company is, or since January 1, 2021 has been, subject to any requirement to file periodic reports under the Exchange Act. No Subsidiary of the Company owns any shares of Company Common Stock. (c) As of the Company Measurement Date, the issued and outstanding limited partner interests and general partner interests of (i) the MLP consisted solely of (A) 68,358,493 “Class A Shares” (as defined in the Amended and Restated Agreement of Limited Partnership dated as of December 16, 2019 of the MLP (the “MLP Partnership Agreement”)) (the “MLP Class A Shares”), of which 898,000 are held by ▇▇▇▇ Midstream GP LP (the “GP”) (B) 161,311,848 “Class B Shares” (as defined in the MLP Partnership Agreement) (the “MLP Class B Shares”), of which 149,811,848 are held by the GP and 11,500,000 are held by ▇▇▇▇ Investments North Dakota LLC (“HINDL”), and (C) a 0.0% non-economic general partner interest held by the GP (the “▇▇▇▇ ▇▇ Interest”); and (ii) the Opco consisted solely of (A) 68,358,493 “Class A Units” (as defined in the Third Amended and Restated Agreement of Limited Partnership of OpCo (the “Opco Partnership Agreement”) (the “Opco Class A Units”), all of which were held by the MLP, (B) 161,311,848 “Class B Units” (as defined in the Opco Partnership Agreement) (the “Opco Class B Units”), of which 86,405,924 were held by ▇▇▇▇▇, and (C) incentive distribution right and “General Partner Interest” (as defined in the Opco Partnership Agreement), all of which are held by ▇▇▇▇ Midstream Partners GP LP. All of the issued and outstanding MLP Class A Shares, MLP Class B Shares, Opco Class A Units and Opco Class B Units have been duly authorized and validly issued and are fully paid (to the extent required by the MLP Partnership Agreement or Opco Partnership Agreement, as applicable) and nonassessable (except as such non-assessability may be affected by Sections 17-303(a), 17-607 and 17-804 of the Delaware Revised Uniform Limited Partnership Act) and, except as set forth in the MLP Partnership Agreement or Opco Partnership Agreement, as applicable, free of preemptive rights. As of the Company Measurement Date, each of HINDL and Affiliate(s) of Global Infrastructure Partners are the record and beneficial owners of 50% of the limited liability company interests of ▇▇▇▇ Infrastructure Partners GP LLC, which entity owns 100% of the limited partnership interests of the GP and 100% of the limited liability company interests of ▇▇▇▇ Midstream GP LLC, which entity is the sole general partner of the GP. The GP is the sole general partner of the MLP. The ▇▇▇▇ ▇▇ Interest has been duly authorized and validly issued in accordance with applicable law and the MLP Partnership Agreement. The GP owns the ▇▇▇▇ ▇▇ Interest and its Class A Shares and Class B Shares free and clear of any Liens (other than Liens arising under securities laws). HINDL owns its Class B Units free and clear of any Liens (other than Liens arising under securities laws). Except (x) as set forth above in this Section 3.6(c), (y) for the Securities Phantom Units (as defined in the ▇▇▇▇ Midstream LP 2017 Long-Term Incentive Plan) or (z) as otherwise expressly permitted by this Agreement, as of the GFI SubsidiariesCompany Measurement Date, GFI does not ownthere are no outstanding, directly (A) “Shares” (as defined in the MLP Partnership Agreement) or indirectlyother equity or voting securities or ownership interests of the MLP (the “MLP Partnership Interests”), (B) “Units” (as defined in the Opco Partnership Agreement) or other equity or voting securities or ownership interests of the Opco (the “Opco Partnership Interests”, together with the MLP Partnership Interests, the “Partnership Interests”), (C) (1) options, warrants or other rights to acquire from the MLP or Opco any Securities Partnership Interests, equity or voting securities or other ownership interests in, or any securities convertible into or exchangeable for Partnership Interests, voting securities or ownership interests in, the MLP or the Opco or (2) preemptive or similar rights, subscription or other rights, convertible securities, or other agreements, arrangements or commitments of any character relating to Partnership Interests or other equity or voting securities or other ownership interests of the MLP or the Opco, obligating the MLP or the Opco to issue, transfer or sell any Partnership Interests or any securities convertible into or exchangeable for Partnership Interests, or obligating the MLP or the Opco to grant, extend or enter into any such option, warrant, subscription or other right, convertible security, or other agreement, arrangement or commitment or (D) bonds, debentures, notes or other debt of the MLP or the Opco that are linked to, or the value of which is in any entityway based upon or derived from, the value of the MLP or the Opco or any part thereof, or any dividends or other distributions declared or paid on any Partnership Interests, capital stock of, or other equity or voting interests in, the MLP or the Opco, or which have or which by their terms may have at any time (whether actual or contingent) the right to vote (or which are convertible into, or exchangeable for, securities having the right to vote) on any matters on which unitholders of the MLP or the Opco may vote (the items in the foregoing subclauses (A), (B), (C) and (D) being referred to collectively as “MLP/Opco Securities”). Except as required by the terms of the MLP Partnership Agreement or the Opco Partnership Agreement in effect as of the date hereof or amended as to the extent permitted by Section 5.1, there are no outstanding obligations of the MLP or the Opco, as applicable, or any of their Subsidiaries to repurchase, redeem or otherwise acquire any MLP/Opco Securities. Each Subsidiary of Opco is wholly-owned by OpCo. The Company has heretofore made available to Parent true and complete copies of the Certificates of Limited Partnership of the MLP and the OpCo, the MLP Partnership Agreement and the Opco Partnership Agreement, in each case as amended to the date of this Agreement.

Subsidiaries. (a) Section 2.2(a) Each Subsidiary of the GFI Disclosure Letter sets forth Company that is actively engaged in any business or owns any material assets (each, an "Active Subsidiary") (i) each Subsidiary of GFI (individually, a “GFI Subsidiary” and collectively, the “GFI Subsidiaries”), (ii) the number of authorized, allotted, issued and outstanding Securities of each GFI Subsidiary, (iii) each GFI Subsidiary’s jurisdiction of incorporation or organization and (iv) the location of each GFI Subsidiary’s principal executive offices. Each GFI Subsidiary that is a corporation or company limited by shares is duly incorporated or a limited liability companyincorporated, partnership or other entity duly organized and is validly existing and, to the extent such concept or a similar concept exists in the relevant jurisdiction, and in good standing under the laws of the its jurisdiction of incorporation, (ii) that is a partnership, limited liability company or trust is duly organized and validly existing under the laws of its incorporation or jurisdiction of organization, (iii) except as set forth in Schedule 3.5(a) of the case may beCompany Disclosure Schedule, has all corporate power and authority to, and has all requisite corporate or other power governmental licenses, authorizations, consents and authorityapprovals required to, as the case may be, to own, lease and operate its properties and assets and to carry on its business in all material respects as currently conducted. Each GFI Subsidiary now conducted and (iv) is duly qualified or licensed to do business and is in good standing in each jurisdiction where the ownership, leasing character of the property owned or operation leased by it or the nature of its properties or assets or conduct of its business requires activities makes such qualification or licenselicensing necessary, except where any for failures of this representation and warranty to be so qualified or licensed and true which would not, in good standing do not constitute the aggregate, have a Material Adverse Effect. GFI has delivered or made available to Parent true, correct and complete copies of the Constituent Documents of each GFI Subsidiary, as amended and in effect on the date For purposes of this Agreement. (b) GFI is, "Subsidiary" means with respect to any Person, any corporation or other entity of which such Person owns, directly or indirectly, more than 50% of the record outstanding voting stock or other equity interests. All Subsidiaries and Beneficial Owner their respective jurisdictions of incorporation are identified in Schedule 3.5(a) of the Company Disclosure Schedule. (b) Except as set forth in Schedule 3.5(b) of the Company Disclosure Schedule, (i) all of the outstanding Securities shares of capital stock of each GFI Subsidiary, free and clear of any Liens and free of any other limitation or restriction (including any limitation or restriction on the right to vote, sell, transfer or otherwise dispose Subsidiary of the Securities), other than, in each case, any limitation or restriction imposed by any federal, state or foreign securities Laws. All of such Securities have been Company that is a corporation are duly authorized, validly issued, fully paid andand nonassessable, where applicable, and such shares are non-assessable owned by the Company or by a Subsidiary of the Company (other than directors' qualifying shares and no such Securities have been issued in violation nominal shares held by other Persons as may be required by local law) free and clear of any preemptive Liens (as defined hereafter) or similar limitations on voting rights and (ii) all equity interests in each Subsidiary of the Company that is a partnership, joint venture, limited liability company or trust are owned by the Company or by a Subsidiary of the Company, free and clear of any Liens or limitations on voting rights); provided that no representation is made as to any shares of capital stock or other equity interests owned by any Persons other than the Company. Except for the Securities as set forth in Schedule 3.5(b) of the GFI SubsidiariesCompany Disclosure Schedule, GFI does not ownthere are no subscriptions, directly options, warrants, calls, rights, convertible securities or indirectlyother agreements or commitments of any character relating to the issuance, transfer, sale, delivery, voting or redemption (including any rights of conversion or exchange under any outstanding security or other instrument) for, any Securities of the capital stock or other equity interests of any of such Subsidiaries. Except as set forth in Schedule 3.5(b) of the Company Disclosure Schedule, there are no agreements requiring the Company or any entityof its Subsidiaries to make contributions to the capital of, or lend or advance funds to, any Subsidiaries of the Company. For purposes of this Agreement, "Lien" means, with respect to any asset, any mortgage, deed of trust, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset.

Subsidiaries. The name and state of incorporation of each significant subsidiary (a) as defined in Section 2.2(a8.7) of the GFI Disclosure Letter sets forth SunTrust (i) each Subsidiary of GFI (individually, a “GFI Subsidiary” and collectively, the “GFI "Significant Subsidiaries”") is set forth in the SunTrust SEC Reports (as defined in Section 3.7), (ii) the number of authorized, allotted, issued and outstanding Securities of each GFI Subsidiary, (iii) each GFI Subsidiary’s jurisdiction of incorporation or organization and (iv) the location of each GFI Subsidiary’s principal executive offices. Each GFI Subsidiary of the Significant Subsidiaries is a corporation or company limited by shares duly incorporated bank or a limited liability companycorporation duly organized, partnership or other entity duly organized and is validly existing and, to the extent such concept or a similar concept exists in the relevant jurisdiction, and in good standing under the laws of the its respective jurisdiction of its incorporation or organizationorganization and is duly qualified to do business as a foreign corporation in each jurisdiction in which its ownership or lease of property or the nature of the business conducted by it makes such qualification necessary, as except for such jurisdictions in which the case may be, and failure to be so qualified would not have a Material Adverse Effect. Each of the Significant Subsidiaries has all the requisite corporate or other power and authority, as the case may be, authority to own, lease and operate its properties and assets and to carry on its business in all material respects businesses as currently they are now being conducted. Each GFI Subsidiary is qualified or licensed to do business and is in good standing in All outstanding shares of capital stock of each jurisdiction where the ownership, leasing or operation of its properties or assets or conduct of its business requires such qualification or license, except where any failures to be so qualified or licensed and in good standing do not constitute a Material Adverse Effect. GFI has delivered or made available to Parent true, correct and complete copies of the Constituent Documents Significant Subsidiaries are owned by SunTrust or another of each GFI Subsidiary, as amended SunTrust's subsidiaries and in effect on the date of this Agreement. (b) GFI is, directly or indirectly, the record and Beneficial Owner of all of the outstanding Securities of each GFI Subsidiary, free and clear of any Liens and free of any other limitation or restriction (including any limitation or restriction on the right to vote, sell, transfer or otherwise dispose of the Securities), other than, in each case, any limitation or restriction imposed by any federal, state or foreign securities Laws. All of such Securities have been duly authorized, are validly issued, fully paid and, where applicableand (except pursuant to 12 USC Section 55 in the case of each national bank subsidiary and applicable state law in the case of each state bank subsidiary) nonassessable, are non-assessable (not subject to preemptive rights and are owned free and clear of all liens, claims and encumbrances. There are no such Securities have been issued in violation outstanding subscriptions, options, warrants, rights, convertible securities or any other agreements or commitments of any preemptive character relating to the issued or similar rights). Except for the Securities unissued capital stock or other securities of any Significant Subsidiary obligating any of the GFI SubsidiariesSignificant Subsidiaries to issue, GFI does not owndeliver or sell, directly or indirectlycause to be issued, delivered or sold additional shares of its capital stock or obligating any Securities in of the Significant Subsidiaries to grant, extend or enter into any entitysubscription, option, warrant, right, convertible security or other similar agreement or commitment.

Subsidiaries. (a) Section 2.2(a3.2(a) of the GFI Visant Disclosure Letter Schedule sets forth (i) a true and complete list of the Subsidiaries of ▇▇▇ ▇▇▇▇▇▇▇▇ and sets forth with respect to each Subsidiary of GFI (individually, a “GFI such Subsidiary” and collectively, the “GFI Subsidiaries”), (ii) the number of authorized, allotted, issued and outstanding Securities of each GFI Subsidiary, (iii) each GFI Subsidiary’s jurisdiction of incorporation or organization formation, the authorized and outstanding capital stock of such Subsidiary and the owner(s) of record of such outstanding capital stock. (ivb) Neither ▇▇▇ ▇▇▇▇▇▇▇▇ nor any of the location of each GFI Subsidiary’s principal executive offices. Each GFI Subsidiary is a corporation Transferred Subsidiaries directly or company limited by shares duly incorporated indirectly owns or a has the right or obligation to acquire any equity interest in any other corporation, partnership, limited liability company, partnership joint venture, trust or other business organization. (c) Each of the Transferred Subsidiaries is a legal entity duly organized and is organized, validly existing and, to the extent such concept or a similar concept exists in the relevant jurisdiction, and in good standing under the laws Laws of its respective jurisdiction of organization. Each of the jurisdiction of its incorporation or organization, as the case may be, and Transferred Subsidiaries has all requisite corporate or other similar power and authority, as the case may be, authority to own, lease and operate its assets and properties and assets and to carry on its business in all material respects as currently presently conducted. Each GFI Subsidiary , and is duly qualified or licensed as a foreign corporation or other legal entity to do business and is in good standing in each jurisdiction where in which its assets and properties are owned, leased or operated by it or the ownership, leasing nature of the business conducted by it makes or operation of its properties or assets or conduct of its business requires would make such qualification or licensenecessary, except where any failures the failure to be so qualified or licensed and in good standing do would not constitute reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. GFI Section 3.2(c) of the Visant Disclosure Schedule accurately sets forth all jurisdictions in which the Transferred Subsidiaries are duly qualified, registered or licensed to do business. (d) Visant has delivered or made available to Parent true, correct Buyer complete and complete accurate copies of the Constituent Documents certificate of incorporation, bylaws, or such comparable governing documents of each GFI Subsidiaryof the Transferred Subsidiaries, each as amended and currently in effect on the date of this Agreementeffect. (be) GFI is, directly or indirectly, the record and Beneficial Owner of all All of the outstanding Securities capital stock of each GFI the Transferred Subsidiaries is owned beneficially and of record by ▇▇▇ ▇▇▇▇▇▇▇▇ and/or a Transferred Subsidiary, free and clear of any Liens and free Encumbrances. All outstanding shares of any other limitation or restriction (including any limitation or restriction on the right to vote, sell, transfer or otherwise dispose capital stock of the Securities), other than, in each case, any limitation or restriction imposed by any federal, state or foreign securities Laws. All of such Securities have been Transferred Subsidiaries are duly authorized, validly issued, fully paid and, where applicable, are non-assessable (and no such Securities have been issued in violation of any preemptive or similar rights). Except for the Securities of the GFI Subsidiaries, GFI does not own, directly or indirectly, any Securities in any entitynonassessable.

Subsidiaries. (a) Section 2.2(a) Each of the GFI Disclosure Letter sets forth (i) each Subsidiary of GFI (individually, a “GFI Subsidiary” and collectively, the “GFI Subsidiaries”), (ii) the number of authorized, allotted, issued and outstanding Securities of each GFI Subsidiary, (iii) each GFI Subsidiary’s jurisdiction of incorporation or organization and (iv) the location of each GFI Subsidiary’s principal executive offices. Each GFI Subsidiary Company's Subsidiaries is a corporation or company limited by shares duly incorporated or a limited liability companyorganized, partnership or other entity duly organized and is validly existing and, to the extent such concept or a similar concept exists in the relevant jurisdiction, and in good standing under the laws of the its jurisdiction of its incorporation or organization, as the case may be, and has all requisite corporate or other power and authority, as the case may be, authority to own, lease and operate its properties and assets and to carry on its business in all material respects as currently it is now being conducted. Each GFI Subsidiary of the Subsidiaries is duly qualified or licensed as a foreign corporation to do business business, and is in good standing standing, in each jurisdiction where the ownership, leasing or operation character of its properties owned or assets leased or conduct the nature of its business requires activities makes such qualification or licensenecessary, except where any failures the failure to be so qualified or licensed and in good standing do would not constitute have a Material Adverse EffectEffect on the Company. GFI has delivered or made available Exhibit 21 to Parent truethe Company's Annual Report on Form 10-K for the fiscal year ended December 31, correct and complete copies 1998 (the "1998 10-K"), as filed with SEC, lists the only Subsidiaries of the Constituent Documents Company at December 31, 1998, and all Subsidiaries of each GFI Subsidiary, as amended and the Company thereafter formed or acquired are listed in effect on the date of this Agreement. (b) GFI is, directly or indirectly, the record and Beneficial Owner of all Company Disclosure Letter. All of the outstanding Securities shares of each GFI Subsidiary, free and clear of any Liens and free of any other limitation or restriction (including any limitation or restriction on the right to vote, sell, transfer or otherwise dispose capital stock of the Securities), other than, in each case, any limitation or restriction imposed by any federal, state or foreign securities Laws. All of such Securities have been duly authorized, Subsidiaries are validly issued, fully paid and nonassessable and, where applicableother than directors' qualifying shares in the case of foreign Subsidiaries, are non-assessable (owned by the Company or by a wholly owned Subsidiary of the Company free and clear of all material liens, claims, charges or encumbrances, and there are no irrevocable proxies with respect to such Securities have been issued in violation of any preemptive or similar rights)shares. Except as set forth in the Company Disclosure Letter and except for the Securities capital stock of the GFI its Subsidiaries, GFI the Company does not own, directly or indirectly, any Securities capital stock or other ownership interest in any entitycorporation, partnership, joint venture, limited liability company or other entity which is material to the business of the Company and its Subsidiaries, taken as a whole. There are no material restrictions on the Company to vote the stock of any of its Subsidiaries.

Subsidiaries. (a) Section 2.2(a) Each of the GFI Disclosure Letter sets forth Company’s “subsidiaries” (ifor purposes of this Agreement, as defined in Rule 405 under the Securities Act) each Subsidiary of GFI (individually, a “GFI Subsidiary” and collectively, the “GFI Subsidiaries”), (ii) the number of authorized, allotted, issued and outstanding Securities of each GFI Subsidiary, (iii) each GFI Subsidiary’s jurisdiction of incorporation or organization and (iv) the location of each GFI Subsidiary’s principal executive offices. Each GFI Subsidiary is a corporation or company limited by shares has been duly incorporated or organized, as the case may be, and is validly existing as a corporation, partnership or limited liability company, partnership or other entity duly organized and is validly existing and, to the extent such concept or a similar concept exists in the relevant jurisdictionas applicable, in good standing under the laws of the jurisdiction of its incorporation or organization, as the case may be, organization and has all requisite the power and authority (corporate or other power and authority, as the case may be, other) to own, lease and operate its properties and assets and to carry on conduct its business as described in all material respects as currently conductedthe Registration Statement and the Prospectus, except where the failure to be so organized or existing or in good standing would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change. Each GFI Subsidiary of the Company’s subsidiaries is duly qualified as a foreign corporation, partnership or licensed limited liability company, as applicable, to do transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business except where the ownership, leasing or operation of its properties or assets or conduct of its business requires such qualification or license, except where any failures failure to be so qualified organized or licensed and existing or in good standing do not constitute would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse EffectChange. GFI has delivered or made available to Parent true, correct and complete copies All of the Constituent Documents issued and outstanding capital stock or other equity or ownership interests of each GFI Subsidiaryof the Company’s subsidiaries have been duly authorized and validly issued, as amended are fully paid and in effect on nonassessable and are owned by the date of this Agreement. (b) GFI isCompany, directly or indirectly, the record and Beneficial Owner of all of the outstanding Securities of each GFI Subsidiarythrough subsidiaries, free and clear of any Liens and free of any other limitation material security interest, mortgage, pledge, lien, encumbrance or restriction (including any limitation or restriction on the right to vote, sell, transfer or otherwise dispose adverse claim. None of the Securities), other than, outstanding capital stock or equity interest in each case, any limitation or restriction imposed by any federal, state or foreign securities Laws. All of such Securities have been duly authorized, validly issued, fully paid and, where applicable, are non-assessable (and no such Securities have been subsidiary was issued in violation of any preemptive or similar rights)rights of any security holder of such subsidiary. Except for the Securities The constitutive or organizational documents of each of the GFI Subsidiaries, GFI subsidiaries comply in all material respects with the requirements of applicable laws of its jurisdiction of incorporation or organization and are in full force and effect. The Company does not ownown or control, directly or indirectly, any Securities corporation, association or other entity other than the subsidiaries listed in Exhibit 21 to the Company’s Annual Report on Form 10‑K for the fiscal year ended December 31, 2019. Except as set forth in the Prospectus, no subsidiary is currently subject to a direct or indirect prohibition on paying any entitydividends to the Company, from making any other distribution on such Subsidiary’s capital stock, from repaying to the Company any loans or advances to such Subsidiary from the Company or from transferring any of such Subsidiary’s property or assets to the Company or any other subsidiary of the Company that would, individually or in the aggregate, result in a Material Adverse Change.

Subsidiaries. (a) Section 2.2(a) Each of the GFI Disclosure Letter sets forth (i) each Subsidiary Subsidiaries of GFI (individually, a “GFI Subsidiary” the Company is duly formed and collectively, the “GFI Subsidiaries”), (ii) the number of authorized, allotted, issued and outstanding Securities of each GFI Subsidiary, (iii) each GFI Subsidiary’s jurisdiction of incorporation or organization and (iv) the location of each GFI Subsidiary’s principal executive offices. Each GFI Subsidiary is a corporation or company limited by shares duly incorporated or a limited liability company, partnership or other entity duly organized and is validly existing and, to the extent such concept or a similar concept exists in the relevant jurisdictionapplicable, in good standing under the laws of the jurisdiction of its incorporation or organization, as the case may be, organization and has all requisite corporate or other power and authority, as the case may be, authority to own, lease and operate its properties and assets and to carry on its business in all material respects as currently it is now being conducted. Each GFI Subsidiary of the Company is duly qualified or licensed to do business and and, to the extent applicable, is in good standing in each jurisdiction where in which the ownershipproperty owned, leasing leased or operation operated by it or the nature of its properties or assets or conduct of its the business requires conducted by it makes such qualification or licenselicensing necessary, except where any failures the failure to be so qualified qualified, licensed or licensed and in good standing do would not constitute be reasonably likely to have a Company Material Adverse Effect. GFI Except as set forth in Section 2.3 of the Company Disclosure Schedule, the respective certificates of incorporation and by-laws and other organizational documents of the Subsidiaries of the Company do not contain any provision limiting or otherwise restricting the ability of the Company to control such Subsidiaries. The Company has delivered or heretofore made available to Parent true, correct Purchaser true and complete copies of the Constituent Documents respective certificates of each GFI Subsidiary, as amended incorporation and in effect on by-laws or other organizational documents of the date Subsidiaries of this Agreementthe Company. (b) GFI is, directly or indirectly, Section 2.3 of the record and Beneficial Owner of Company Disclosure Schedule lists all of the Subsidiaries of the Company. All of the outstanding Securities shares of capital stock of, or other equity interests in, each GFI Subsidiaryof the Subsidiaries of the Company are duly authorized and validly issued and, in the case of shares of capital stock, are fully paid and, to the extent applicable, nonassessable and free of any preemptive rights, and, except as set forth in Section 2.3 of the Company Disclosure Schedule, all such shares or other equity interests are owned directly or indirectly by the Company free and clear of any Liens and free all liens, security interests, claims, pledges, rights of first refusal, limitations on voting rights, charges or other encumbrances of any nature whatsoever. No shares of capital stock of any of Company's Subsidiaries are reserved for issuance, except to the Company or another wholly-owned Subsidiary of the Company. There are no outstanding options, warrants, rights, subscriptions, claims of any character, agreements, obligations, convertible or exchangeable securities, or other limitation commitments contingent or restriction (including otherwise relating to the capital stock of any limitation Subsidiary of the Company pursuant to which such Subsidiary is or restriction on may become obliged to issue any shares of capital stock of such Subsidiary or any securities convertible into, exchangeable for, or evidencing the right to votesubscribe for, sell, transfer or otherwise dispose any shares of the Securities)such Subsidiary, other than, in each case, any limitation or restriction imposed by any federal, state or foreign securities Laws. All of than such Securities have been duly authorized, validly issued, fully paid and, where applicable, are non-assessable (and no such Securities have been issued in violation of any preemptive or similar rights). Except for rights granted to the Securities of the GFI Subsidiaries, GFI does not own, directly or indirectly, any Securities in any entity.5

Subsidiaries. (a) Set forth in Section 2.2(a4.2(f) of the GFI Company Disclosure Letter sets forth (i) each Subsidiary Schedule is a list of GFI (individuallyall of the Company’s direct and indirect subsidiaries, including the states or countries in which such subsidiaries are organized, a “GFI Subsidiary” brief description of such subsidiaries’ principal activities, and collectivelyif any of such subsidiaries is not wholly-owned by the Company or one of its subsidiaries, the “GFI Subsidiaries”)percentage owned by the Company or any such subsidiary and the names and percentage ownership by any other Person. No equity securities of any of the Company’s subsidiaries are or may become required to be issued, transferred or otherwise disposed of (iiother than to the Company or a wholly- owned subsidiary of the Company) by reason of any Rights with respect thereto. There are no Contracts by which any of the number Company’s Subsidiaries is or may be bound to sell or otherwise issue any shares of authorizedits capital stock, allotted, issued and outstanding Securities there are no Contracts relating to the rights or obligations of the Company to vote or to dispose of such shares. All of the shares of capital stock of each GFI Subsidiary, (iii) each GFI Subsidiaryof the Company’s jurisdiction Subsidiaries are fully paid and nonassessable and subject to no subscriptive or preemptive rights or Rights and are owned by the Company or a Company subsidiary free and clear of incorporation or organization and (iv) the location of each GFI Subsidiary’s principal executive officesany Liens. Each GFI Subsidiary is a corporation or company limited by shares of the Company’s Subsidiaries has been duly incorporated or a limited liability companyorganized, partnership or other entity duly organized and is validly existing and, to the extent such concept or a similar concept exists in the relevant jurisdiction, and in good standing under the laws of the jurisdiction of its incorporation or organization, as the case may be, in which it is organized and has all requisite corporate or other power and authority, as the case may be, to own, lease and operate its properties and assets and to carry on its business in all material respects as currently conducted. Each GFI Subsidiary is duly qualified or licensed to do business and is in good standing in each jurisdiction the jurisdictions where its ownership or leasing of property or the ownership, leasing or operation of its properties or assets or conduct of its business requires such qualification or license, except where any failures it to be so qualified except where the failure to do so has not, or licensed and in good standing do could not constitute reasonably be expected to have a Material Adverse Effect. GFI has delivered or made available to Parent trueThe Company and its Subsidiaries have respected all corporate formalities of, correct and complete copies of the Constituent Documents of each GFI Subsidiary, as amended and in effect on the date of this Agreement. (b) GFI is, directly or indirectly, the record and Beneficial Owner of all of the outstanding Securities of each GFI Subsidiary, free and clear of any Liens and free of any other limitation or restriction (including any limitation or restriction on the right to vote, sell, transfer or otherwise dispose of the Securities), other than, in each case, any limitation or restriction imposed by any federal, state or foreign securities Laws. All of such Securities have been duly authorized, validly issued, fully paid and, where applicable, are non-assessable (and no such Securities have been issued in violation of any preemptive or similar rights). Except Company is not liable for the Securities debts and obligations of the GFI its Subsidiaries, GFI does not own, directly or indirectly, any Securities in any entity.

Subsidiaries. Except as set forth in the exhibits to the EVI SEC Documents (a) as defined in Section 2.2(a) of the GFI Disclosure Letter sets forth (i) each Subsidiary of GFI (individually, a “GFI Subsidiary” and collectively, the “GFI Subsidiaries”3.2(e)), (ii) the number of authorized, allotted, issued and outstanding Securities of each GFI Subsidiary, (iii) each GFI Subsidiary’s jurisdiction of incorporation or organization and (iv) the location of each GFI Subsidiary’s principal executive offices. Each GFI Subsidiary is a corporation or company limited by shares duly incorporated or a limited liability company, partnership or other entity duly organized and is validly existing and, to the extent such concept or a similar concept exists in the relevant jurisdiction, in good standing under the laws of the jurisdiction of its incorporation or organization, as the case may be, and has all requisite corporate or other power and authority, as the case may be, to own, lease and operate its properties and assets and to carry on its business in all material respects as currently conducted. Each GFI Subsidiary is qualified or licensed to do business and is in good standing in each jurisdiction where the ownership, leasing or operation of its properties or assets or conduct of its business requires such qualification or license, except where any failures to be so qualified or licensed and in good standing do not constitute a Material Adverse Effect. GFI has delivered or made available to Parent true, correct and complete copies of the Constituent Documents of each GFI Subsidiary, as amended and in effect on the date of this Agreement. (b) GFI is, directly or indirectly, the record and Beneficial Owner of all of the outstanding Securities of each GFI Subsidiary, free and clear of any Liens and free of any other limitation or restriction (including any limitation or restriction on the right to vote, sell, transfer or otherwise dispose of the Securities), other than, in each case, any limitation or restriction imposed by any federal, state or foreign securities Laws. All of such Securities have been duly authorized, validly issued, fully paid and, where applicable, are non-assessable (and no such Securities have been issued in violation of any preemptive or similar rights). Except for the Securities of the GFI Subsidiaries, GFI EVI does not own, directly or indirectly, any Securities capital stock or other ownership interest in any entitysubsidiary which would be required to be listed as a subsidiary of EVI under the rules of the SEC with the filing by EVI of an Annual Report on Form 10-K. EVI's subsidiaries that are corporations are corporations duly organized, validly existing and in good standing under the laws of their respective jurisdictions of incorporation and have the requisite corporate power and authority to carry on their respective businesses as they are now being conducted and to own, operate and lease the assets they now own, operate or hold under lease, except where the failure to be so organized, existing or in good standing would not have a Material Adverse Effect on EVI and its subsidiaries, taken as a whole. EVI's subsidiaries are duly qualified to do business and are in good standing in each jurisdiction in which the nature of their respective businesses or the ownership or leasing of their respective properties makes such qualification necessary, other than in jurisdictions where the failure to be so qualified or in good standing would not have a Material Adverse Effect on EVI and its subsidiaries, taken as a whole. All the outstanding shares of capital stock of EVI's subsidiaries that are corporations and that are owned by EVI or its subsidiaries have been duly authorized and validly issued and are fully paid and non-assessable and were not issued in violation of any preemptive rights or other preferential rights of subscription or purchase of any Person other than those than have been waived or otherwise cured or satisfied. All such stock and ownership interests are owned of record and beneficially by EVI or by a wholly owned subsidiary of EVI, free and clear of all Liens.

Subsidiaries. (a) Section 2.2(a) Each of the GFI Disclosure Letter sets forth Company’s “subsidiaries” (ifor purposes of this Agreement, as defined in Rule 405 under the Securities Act but, for avoidance of doubt, including Forgent Intermediate and its subsidiaries) each Subsidiary of GFI (individually, a “GFI Subsidiary” and collectively, the “GFI Subsidiaries”), (ii) the number of authorized, allotted, issued and outstanding Securities of each GFI Subsidiary, (iii) each GFI Subsidiary’s jurisdiction of incorporation or organization and (iv) the location of each GFI Subsidiary’s principal executive offices. Each GFI Subsidiary is a corporation or company limited by shares has been duly incorporated or organized, as the case may be, and is validly existing as a corporation, partnership or limited liability company, partnership or other entity duly organized and is validly existing and, to the extent such concept or a similar concept exists in the relevant jurisdictionas applicable, in good standing under the laws of the jurisdiction of its incorporation or organization, as the case may be, organization and has all requisite the power and authority (corporate or other power and authority, as the case may be, other) to own, lease and operate its properties and assets and to carry on conduct its business as described in all material respects as currently conductedthe Registration Statement, the Time of Sale Prospectus and the Prospectus. Each GFI Subsidiary of the Company’s subsidiaries is duly qualified as a foreign corporation, partnership or licensed limited liability company, as applicable, to do transact business and is in good standing in each jurisdiction where in which such qualification is required, whether by reason of the ownership, ownership or leasing of property or operation of its properties or assets or the conduct of its business requires such qualification or licensebusiness, except where any failures the failure to be so qualified would not reasonably be expected, individually or licensed and in good standing do not constitute the aggregate, to result in a Material Adverse EffectChange. GFI has delivered or made available to Parent true, correct and complete copies All of the Constituent Documents issued and outstanding capital stock or other equity or ownership interests of each GFI Subsidiaryof the Company’s subsidiaries have been duly authorized and validly issued, as amended are fully paid and in effect on nonassessable and are owned by the date of this Agreement. (b) GFI isCompany, directly or indirectly, the record and Beneficial Owner of all of the outstanding Securities of each GFI Subsidiarythrough subsidiaries, free and clear of any Liens and free of any security interest, mortgage, pledge, lien, encumbrance or adverse claim other limitation or restriction (including any limitation or restriction on than liens under the right to vote, sell, transfer or otherwise dispose senior secured credit facilities. None of the Securities), other than, outstanding capital stock or equity interest in each case, any limitation or restriction imposed by any federal, state or foreign securities Laws. All of such Securities have been duly authorized, validly issued, fully paid and, where applicable, are non-assessable (and no such Securities have been subsidiary was issued in violation of any preemptive or similar rights)rights of any security holder of such subsidiary. Except for the Securities The constitutive or organizational documents of each of the GFI Subsidiaries, GFI subsidiaries comply in all material respects with the requirements of applicable laws of its jurisdiction of incorporation or organization and are in full force and effect. The Company does not ownown or control, directly or indirectly, any Securities corporation, association or other entity other than the subsidiaries listed in any entityExhibit 21.1 to the Registration Statement.

Subsidiaries. (a) Section 2.2(a) Each Subsidiary of the GFI Disclosure Letter sets forth Company (i) each Subsidiary is a corporation or other entity duly organized, validly existing and in good standing (with respect to jurisdictions which recognize such concept) under the Laws of GFI (individually, a “GFI Subsidiary” and collectively, the “GFI Subsidiaries”)its jurisdiction of incorporation or organization, (ii) the number of authorized, allotted, issued and outstanding Securities of each GFI Subsidiary, (iii) each GFI Subsidiary’s jurisdiction of incorporation or organization and (iv) the location of each GFI Subsidiary’s principal executive offices. Each GFI Subsidiary is a corporation or company limited by shares duly incorporated or a limited liability company, partnership or other entity duly organized and is validly existing and, to the extent such concept or a similar concept exists in the relevant jurisdiction, in good standing under the laws of the jurisdiction of its incorporation or organization, as the case may be, and has all requisite corporate or other power and authority, as the case may be, authority to own, lease and operate its properties and assets and to carry on its business in all material respects as currently conducted. Each GFI Subsidiary conducted and (iii) is duly qualified or licensed to do business and is in good standing in each jurisdiction where the ownershipcharacter of the properties owned, leasing leased or operation operated by it or the nature of its properties or assets or conduct of its business requires activities makes such qualification or licenselicensing necessary, except where any failures in the case of clauses (ii) and (iii), as would not, individually or in the aggregate, reasonably be expected to be so qualified or licensed and in good standing do not constitute have (x) a Company Material Adverse Effect. GFI has delivered Effect or made available to Parent true, correct and complete copies of the Constituent Documents of each GFI Subsidiary, as amended and in (y) a material adverse effect on the date ability of this Agreementthe Company to consummate the transactions contemplated by the Transaction Documents to which the Company is a party prior to the Drop Dead Date. (b) GFI is, directly or indirectly, the record and Beneficial Owner of all All of the outstanding Securities shares of capital stock of, or other equity interests in, each GFI Subsidiary of the Company have been duly authorized and validly issued, are fully paid and non-assessable and were issued in compliance with applicable securities Laws. All of the outstanding capital stock, or other equity interests in, each Wholly Owned Subsidiary of the Company is owned by the Company, its Subsidiaries or by the Company and another Subsidiary, . All of the outstanding capital stock or other equity interests in each Wholly Owned Subsidiary of the Company is owned free and clear of any Liens Encumbrance and free of any other limitation or restriction (including any limitation or restriction on the right to vote, sell, transfer sell or otherwise dispose of the Securitiessuch capital stock or other equity interest), other thanthan Permitted Encumbrances. (c) Section 3.3(c) of the Company Disclosure Letter (i) lists, as of the date of this Agreement, (A) each Non-GCI Subsidiary of the Company, (B) its jurisdiction of incorporation or organization, (C) the location of its principal executive office and (D) the type and number of interests held of record by the Company and (ii) lists any other Person (other than GCI Spinco, GCI and their respective Subsidiaries) in which the Company or any of its Non-GCI Subsidiaries owns Equity (other than Subsidiaries of the Company) and sets forth all Equity of such Person that is owned, in each case, any limitation whole or restriction imposed by any federal, state or foreign securities Laws. All of such Securities have been duly authorized, validly issued, fully paid and, where applicable, are non-assessable (and no such Securities have been issued in violation of any preemptive or similar rights). Except for the Securities of the GFI Subsidiaries, GFI does not ownpart, directly or indirectly, by the Company or its Subsidiaries (such equity interests referred to in this clause (ii), collectively, the “Company Other Interests”). All Company Other Interests (including, for purposes of this sentence only, and only prior to the consummation of the GCI Divestiture, Equity of GCI Spinco (when in existence), GCI and their respective Subsidiaries) are fully paid and non-assessable and are owned, directly or indirectly, by the Company or one of its Subsidiaries free and clear of any Securities Encumbrance and free of any other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of such Company Other Interests), other than Permitted Encumbrances. Except as provided by any Transaction Document, there are no restrictions with respect to the Company (or any Subsidiary of the Company, as applicable) voting any of the Company Other Interests. The Company has made available to Parent complete and correct copies of any stockholders’ agreements, voting agreements or other agreements with respect to the ownership of Company Other Interests in effect as of the date of this Agreement to which the Company or any entityof its Non-GCI Subsidiaries are a party.

Subsidiaries. (a) Section 2.2(a) of the GFI Disclosure Letter sets forth (i) each Subsidiary of GFI (individually, a “GFI Subsidiary” and collectively, the “GFI Subsidiaries”), (ii) the number of authorized, allotted, issued and outstanding Securities of each GFI Subsidiary, (iii) each GFI Subsidiary’s jurisdiction of incorporation or organization and (iv) the location of each GFI Subsidiary’s principal executive offices. Each GFI Subsidiary is a corporation or company limited by shares duly incorporated or a limited liability company, partnership or other entity duly organized and is validly existing and, to the extent such concept or a similar concept exists in the relevant jurisdiction, in good standing under the laws of the jurisdiction of its incorporation or organization, as the case may be, and has all requisite corporate or other power and authority, as the case may be, to own, lease and operate its properties and assets and to carry on its business in all material respects as currently conducted. Each GFI Subsidiary is qualified or licensed to do business and is in good standing in each jurisdiction where the ownership, leasing or operation of its properties or assets or conduct of its business requires such qualification or license, except where any failures to be so qualified or licensed and in good standing do not constitute a Material Adverse Effect. GFI has delivered or made available to Parent BGCP true, correct and complete copies of the Constituent Documents of each GFI Subsidiary, as amended and in effect on the date of this Agreement. (b) GFI is, directly or indirectly, the record and Beneficial Owner of all of the outstanding Securities of each GFI Subsidiary, free and clear of any Liens and free of any other limitation or restriction (including any limitation or restriction on the right to vote, sell, transfer or otherwise dispose of the Securities), other than, in each case, any limitation or restriction imposed by any federal, state or foreign securities Laws. All of such Securities have been duly authorized, validly issued, fully paid and, where applicable, are non-assessable (and no such Securities have been issued in violation of any preemptive or similar rights). Except for the Securities of the GFI Subsidiaries, GFI does not own, directly or indirectly, any Securities in any entity. (c) The lenders under (i) the Debenture dated August 23, 2004 between GFI Holdings Limited and the other subsidiaries named therein and Bank of America, N.A., (ii) the Credit Agreement dated February 24, 2006 between GFI and GFI Holdings Limited, as borrowers and the subsidiaries of the GFI named therein, as guarantors, and Bank of America, N.A., (iii) the Debenture, dated December 20, 2010 between GFI Markets Limited and Bank of America, N.A. and (iv) the Cross Guarantee and Debenture of Fenics Limited, dated March 11, 2000, in favor of GFInet Inc. are no longer entitled to any Liens or other security interests, including those disclosed in Section 2.2(b) of the GFI Disclosure Letter, on any of the assets of GFI or its Subsidiaries. GFI shall file as promptly as practicable following the execution of this Agreement all necessary filings required by Law to reflect the satisfaction in full of such Liens disclosed in Section 2.2(b) of the GFI Disclosure Letter.

Subsidiaries. (a) Section 2.2(a4.01(c) of the GFI Company Disclosure Letter Schedule sets forth a list of all Subsidiaries of Company, the ownership interest of Company in each such Subsidiary, and a description of the business of each Subsidiary. Each Subsidiary of Company (i) each Subsidiary of GFI (individually, a “GFI Subsidiary” and collectively, the “GFI Subsidiaries”), (ii) the number of authorized, allotted, issued and outstanding Securities of each GFI Subsidiary, (iii) each GFI Subsidiary’s jurisdiction of incorporation or organization and (iv) the location of each GFI Subsidiary’s principal executive offices. Each GFI Subsidiary is a corporation or company limited by shares duly incorporated or a limited liability companyduly formed, partnership or other entity duly organized as applicable to each such Subsidiary, and is validly existing and, to the extent such concept or a similar concept exists in the relevant jurisdiction, and in good standing under the laws Laws of the its jurisdiction of its incorporation or organization, as (ii) has the case may be, and has all requisite corporate (or other similar) power and authority, as the case may be, authority to own, own or lease and operate all of its properties and assets and to carry on its business as it is now being conducted and, (iii) except as would not reasonably be expected, individually or in all material respects as currently conducted. Each GFI Subsidiary the aggregate, to have a Company Material Adverse Effect, is duly licensed or qualified or licensed to do business and is in good standing in each jurisdiction where in which the ownershipnature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary. There are no restrictions on the ability of any Subsidiary of Company to pay dividends or distributions to Company, leasing except, in the case of a Subsidiary that is a regulated entity, for restrictions on dividends or operation distributions generally applicable to all such regulated entities. The deposit accounts of its properties or assets or conduct each Subsidiary of its business requires such qualification or licensethe Company that is an insured depository institution are insured by the FDIC through the Deposit Insurance Fund (as defined in Section 3(y) of the Federal Deposit Insurance Act of 1950) to the fullest extent permitted by Law, except where any failures all premiums and assessments required to be so qualified paid in connection therewith have been paid when due, and no proceedings for the termination of such insurance are pending or licensed to the Knowledge of the Company threatened. True, complete and in good standing do not constitute a Material Adverse Effect. GFI has delivered or made available to Parent true, correct and complete copies of the Constituent Documents articles of incorporation, bylaws and similar governing documents of each GFI Subsidiary, Subsidiary of Company as amended in full force and in effect on as of the date of this Agreement. (bAgreement have been provided to Parent. Other than the Subsidiaries of Company listed on Section 4.01(c) GFI isof the Company Disclosure Schedule, Company does not, directly or indirectly, the record and Beneficial Owner of all of the outstanding Securities of each GFI Subsidiary, free and clear beneficially own any equity securities or similar interests of any Liens and free entity or any interests of any other limitation entity or restriction (including any limitation interest in a partnership or restriction on the right to vote, sell, transfer or otherwise dispose of the Securities), other than, in each case, any limitation or restriction imposed by any federal, state or foreign securities Laws. All of such Securities have been duly authorized, validly issued, fully paid and, where applicable, are non-assessable (and no such Securities have been issued in violation joint venture of any preemptive or similar rights). Except for the Securities of the GFI Subsidiaries, GFI does not own, directly or indirectly, any Securities in any entitykind.

Subsidiaries. Each Subsidiary is (a) Section 2.2(a) of the GFI Disclosure Letter sets forth (i) each Subsidiary of GFI (individuallyduly organized, a “GFI Subsidiary” validly existing, and collectively, the “GFI Subsidiaries”), (ii) the number of authorized, allotted, issued and outstanding Securities of each GFI Subsidiary, (iii) each GFI Subsidiary’s jurisdiction of incorporation or organization and (iv) the location of each GFI Subsidiary’s principal executive offices. Each GFI Subsidiary is a corporation or company limited by shares duly incorporated or a limited liability company, partnership or other entity duly organized and is validly existing and, to the extent such concept or a similar concept exists in the relevant jurisdiction, in good standing under the laws of the jurisdiction in which it is organized (except, solely with respect to any Subsidiary of the Borrower other than any Guarantor or any Unencumbered Pool Property Subsidiary, to the extent that the failure to be duly organized, to validly exist and/or to be in good standing would not have a Material Adverse Effect) and (b) has full and adequate power to own its incorporation or organization, Property and conduct its business as the case may benow conducted, and has all requisite corporate is duly licensed or other power qualified and authority, as the case may be, to own, lease and operate its properties and assets and to carry on its business in all material respects as currently conducted. Each GFI Subsidiary is qualified or licensed to do business and is in good standing in each jurisdiction where in which the ownership, leasing nature of the business conducted by it or operation the nature of its properties the Property owned or assets or conduct of its business leased by it requires such qualification licensing or licensequalifying, except where any failures in each case referred to be in clause (b) to the extent that the failure to do so qualified or licensed and in good standing do would not constitute have a Material Adverse Effect. GFI As of the Closing Date (or, if later, as of the most recent date such Schedule has delivered been or made available was required pursuant to Parent true, Section 8.5(l) hereof to be supplemented) Schedule 6.2 hereto is a correct and complete copies copy of the Constituent Documents of each GFI Subsidiary, as amended and in effect on the date of this Agreement. (b) GFI is, directly or indirectly, the record and Beneficial Owner of all Organizational Chart. All of the outstanding Securities shares of capital stock and other equity interests of each GFI Guarantor and each Unencumbered Pool Property Subsidiary are validly issued and outstanding and, with respect to such Subsidiaries that are corporations, fully paid and nonassessable, and all such shares and other equity interests indicated on Schedule 6.2 as owned by AF REIT, the Borrower or a Subsidiary are owned, beneficially and of record, by AF REIT, the Borrower or such Subsidiary or, with respect to any Controlled Affiliate or Unconsolidated Affiliate, such other Person as is set forth on Schedule 6.2, and, in the case of such shares and other equity interests of any Guarantor and any Unencumbered Pool Property Subsidiary, are owned free and clear of all Liens (other than Permitted Liens). Other than as publicly disclosed by AF REIT or any Liens Subsidiary of AF REIT in any filings with any securities exchange or the Securities and free Exchange Commission or any successor agency, there are no outstanding commitments or other obligations of the Borrower, any Guarantor or any Unencumbered Pool Property Subsidiary to issue, and no options, warrants or other rights of any Person to acquire, any shares of any class of capital stock or other limitation or restriction (including any limitation or restriction on the right to vote, sell, transfer or otherwise dispose equity interests of the Securities)Borrower, any Guarantor or any Unencumbered Pool Property Subsidiary (other than, in each case, any limitation or restriction imposed by any federal, state or foreign securities Laws. All of such Securities have been duly authorized, validly issued, fully paid and, where applicable, are non-assessable (and no such Securities have been issued in violation the case of any preemptive or similar rightssuch Unencumbered Pool Property Subsidiary, customary rights of a minority equity holder that would not allow such Unencumbered Pool Property Subsidiary to cease to be a Controlled Affiliate). Except for the Securities of the GFI Subsidiaries, GFI does not own, directly or indirectly, any Securities in any entity.

Subsidiaries. (a) Section 2.2(a) of the GFI Disclosure Letter sets 4.2.1. Except as set forth (i) each Subsidiary of GFI (individually, a “GFI Subsidiary” and collectivelyon Schedule 4.2, the “GFI Company does not have any Subsidiaries”), (ii) the number of authorized, allotted, issued and outstanding Securities of each GFI Subsidiary, (iii) each GFI Subsidiary’s jurisdiction of incorporation or organization and (iv) the location of each GFI Subsidiary’s principal executive offices. Each GFI Subsidiary is a corporation or company limited by shares duly incorporated or a limited liability companyorganized, partnership or other entity duly organized and is validly existing and, to the extent such concept or a similar concept exists in the relevant jurisdiction, and in good standing under the laws of the its jurisdiction of organization as reflected on Schedule 4.2, with full corporate power and authority to conduct its incorporation business as it is presently being conducted and to own or organizationlease, as the case may beapplicable, and has all requisite corporate or other power and authority, as the case may be, to own, lease and operate its properties and assets and to carry on its business in all material respects as currently conductedassets. Each GFI Subsidiary is duly qualified or licensed to do transact business as a foreign entity and is in good standing in each jurisdiction where the ownership, leasing or operation character of its properties owned or assets leased or conduct the nature of its business requires activities make such qualification or licensenecessary, except where any failures the failure to be so qualified or licensed and in good standing do would not constitute have, individually or in the aggregate, a Material Adverse Effect. GFI has Copies of the certificate of incorporation and bylaws (or other similar organizational documents and agreements) of each Subsidiary, and all amendments thereto, heretofore delivered or otherwise made available to Parent truePurchaser, are true and correct and complete copies as of the Constituent Documents date hereof. No Subsidiary is in violation of its respective organizational or governing documents in any material respect. 4.2.2. The Securities of each GFI Subsidiaryof the Subsidiaries consist of the shares of common stock and membership interests listed on Schedule 4.2, as amended all of which are owned by the Company or a Subsidiary and in effect on the date of this Agreement. (b) GFI is, directly or indirectly, the record are issued and Beneficial Owner of all outstanding. All of the outstanding Securities shares of common stock and membership interests of each GFI Subsidiaryof the Subsidiaries have been duly authorized and validly issued and are fully paid, free and clear of any Liens nonassessable and free of preemptive rights and Encumbrances. 4.2.3. None of the Subsidiaries has granted any outstanding options, warrants, rights or other securities convertible into or exchangeable or exercisable for shares of common stock or membership interests of such Subsidiary or any other limitation commitments or restriction agreements providing for the issuance of additional shares or membership interests, the sale of treasury shares or for the repurchase or redemption of shares of such Subsidiary’s equity interests. There are no (including i) agreements of any limitation kind which obligate any of the Subsidiaries to issue, purchase, redeem or restriction on otherwise acquire any of its equity interests, (ii) equity appreciation rights, phantom equity or similar plans or rights pursuant to which any Subsidiary of the Company has any obligations, (iii) voting trusts, proxies, or similar agreements to which the Company or any Subsidiary is a party with respect to the equity interests of any Subsidiary or (iv) outstanding bonds, debentures, notes or other indebtedness or other securities of any Subsidiary having the right to vote, sell, transfer or otherwise dispose of the Securities), other than, in each case, any limitation or restriction imposed by any federal, state or foreign securities Laws. All of such Securities have been duly authorized, validly issued, fully paid and, where applicable, are non-assessable (The Company has no Liability for accrued and no such Securities have been issued in violation of any preemptive or similar rights). Except for the Securities of the GFI Subsidiaries, GFI does not own, directly or indirectly, any Securities in any entityunpaid dividends.

Subsidiaries. (a) Section 2.2(a) of the GFI Disclosure Letter sets forth (i) each Subsidiary of GFI (individually, a “GFI Subsidiary” and collectively, the “GFI Subsidiaries”), (ii) the number of authorized, allotted, issued and outstanding Securities of each GFI Subsidiary, (iii) each GFI Subsidiary’s jurisdiction of incorporation or organization and (iv) the location of each GFI Subsidiary’s principal executive offices. Each GFI Subsidiary There is a corporation or company limited by shares duly incorporated or a limited liability companyno corporation, partnership or other entity in which Management directly or indirectly owns any equity or other interest. (ii) (A) Schedule 4.1(e) sets forth (x) each Subsidiary of Lessee ("Lessee Subsidiary"), (y) the ownership interest therein of Lessee and (z) if not wholly owned by Lessee, the identity and ownership interest of each of the other owners of such Lessee Subsidiary. (1) All the outstanding shares of capital stock owned by Lessee of each Lessee Subsidiary that is a corporation have been validly issued and are (x) fully paid, nonassessable and free of any preemptive rights, (y) owned by Lessee or by another Lessee Subsidiary and (z) owned free and clear of all Liens or any other limitation or restriction (including any contractual restriction on the right to vote or sell the same) other than restrictions under applicable securities laws; and (2) all equity interests in each Lessee Subsidiary that is a partnership, joint venture, limited liability company or trust which are owned by Lessee, by another Lessee Subsidiary or by Lessee and another Lessee Subsidiary are owned free and clear of all Liens or any other limitation or restriction (including any contractual restriction on the right to vote or sell the same) other than restrictions under applicable securities laws. Each Lessee Subsidiary that is a corporation is duly organized incorporated and is validly existing and, to the extent such concept or a similar concept exists in the relevant jurisdiction, in good standing under the laws Laws of the its jurisdiction of its incorporation or organization, as the case may be, and has all the requisite corporate or other power and authority, as the case may be, to own, lease and operate its properties and assets and authority to carry on its business in all material respects as currently now being conducted, and each Lessee Subsidiary that is a partnership, limited liability company or trust is duly organized and validly existing under the laws of its jurisdiction of organization and has the requisite power and authority to carry on its business as now being conducted. Each GFI Lessee Subsidiary is duly qualified or licensed to do business and is in good standing in each jurisdiction where in which the ownership, nature of its business or the ownership or leasing or operation of its properties or assets or conduct of its business requires makes such qualification or licenselicensing necessary, except other than in such jurisdictions where any failures the failure to be so qualified or licensed and licensed, individually or in good standing do the aggregate, would not constitute have a Material Adverse Effect. GFI has delivered or made available to Parent true, True and correct and complete copies of the Constituent Documents charter, by-laws, organizational documents and partnership, joint venture and operating agreements of each GFI Lessee Subsidiary, as amended and in effect on all amendments to the date of this Agreement. (b) GFI is, directly or indirectly, the record and Beneficial Owner of all of the outstanding Securities of each GFI Subsidiary, free and clear of any Liens and free of any other limitation or restriction (including any limitation or restriction on the right to vote, sell, transfer or otherwise dispose of the Securities), other than, in each case, any limitation or restriction imposed by any federal, state or foreign securities Laws. All of such Securities have been duly authorized, validly issued, fully paid and, where applicable, are non-assessable (made available to Sunstone Parties and no such Securities have been issued in violation of any preemptive examined by Sunstone Parties on or similar rights). Except for prior to the Securities of the GFI Subsidiaries, GFI does not own, directly or indirectly, any Securities in any entitydate hereof.

Subsidiaries. (a) Section 2.2(a) 2.5 of the GFI Disclosure Letter Schedule sets forth forth: (i) the name of each Subsidiary corporation, partnership, joint venture or other entity in which the Company has, directly or indirectly, an equity interest representing 50% or more of GFI the equity securities thereof or other equity interests therein (individually, a “GFI Subsidiary” and and, collectively, the “GFI Subsidiaries”), ; (ii) the number and type of authorized, allotted, issued and outstanding Securities equity securities of each GFI Subsidiary, Subsidiary and a list of the holders thereof; (iii) each GFI Subsidiary’s the jurisdiction of incorporation or organization and of each Subsidiary; (iv) the location names of the officers and directors of each GFI Subsidiary’s principal executive offices. Each GFI ; and (v) the jurisdictions in which each Subsidiary is qualified or holds licenses to do business as a foreign corporation or company limited by shares duly incorporated or a limited liability company, partnership or other entity. (b) Each Subsidiary is an entity duly organized and is organized, validly existing and, to the extent such concept or a similar concept exists and in the relevant jurisdiction, in corporate and tax good standing under the laws of the jurisdiction of its incorporation or organization, as the case may be, and has all requisite corporate or other power and authority, as the case may be, to own, lease and operate its properties and assets and to carry on its business in all material respects as currently conductedincorporation. Each GFI Subsidiary is duly qualified or licensed to do conduct business and is in corporate and tax good standing in under the laws of each jurisdiction where in which the ownership, nature of its businesses or the ownership or leasing or operation of its properties or assets or conduct of its business requires such qualification or licenseto do business, except where any failures the failure to be so qualified or licensed and in good standing do standing, individually or in the aggregate, has not constitute had and would not reasonably be expected to have a Company Material Adverse Effect. GFI Each Subsidiary has all requisite power and authority to carry on the businesses in which it is engaged and to own and use the properties owned and used by it. The Company has delivered or made available to the Parent true, correct complete and complete accurate copies of the Constituent Documents charter, bylaws or other organizational documents of each GFI Subsidiary, as amended and . No Subsidiary is in effect on the date of this Agreement. (b) GFI is, directly default under or indirectly, the record and Beneficial Owner of all of the outstanding Securities of each GFI Subsidiary, free and clear in violation of any Liens and free provision of any its charter, bylaws or other limitation or restriction (including any limitation or restriction on the right to vote, sell, transfer or otherwise dispose of the Securities), other than, in each case, any limitation or restriction imposed by any federal, state or foreign securities Lawsorganizational documents. All of such Securities have been the issued and outstanding equity securities of each Subsidiary are duly authorized, validly issued, fully paid andpaid, where applicable, nonassessable and free of preemptive rights. All equity securities of each Subsidiary that are non-assessable (held of record or owned beneficially by either the Company or any Subsidiary are held or owned free and no such Securities have been issued in violation clear of any preemptive restrictions on transfer (other than restrictions under the Securities Act and state securities laws), claims, Security Interests, options, warrants, rights, contracts, calls, commitments, equities and demands. There are no outstanding or authorized options, warrants, rights, agreements or commitments to which the Company or any Subsidiary is a party or which are binding on any of them providing for the issuance, disposition or acquisition of any equity securities of any Subsidiary. There are no outstanding stock appreciation, phantom stock or similar rights)rights with respect to any Subsidiary. Except for To the Securities knowledge of the GFI SubsidiariesCompany, GFI there are no voting trusts, proxies or other agreements or understandings with respect to the voting of any equity securities of any Subsidiary. (c) Except as set forth in Section 2.5(c) of the Disclosure Schedule, the Company does not own, control directly or indirectly, indirectly or have any Securities direct or indirect equity participation or similar interest in any entitycorporation, partnership, limited liability company, joint venture, trust or other business association which is not a Subsidiary.

Subsidiaries. Section 2.4 of the Compugraphics Disclosure Schedule lists the subsidiary corporations or "Affiliates" (a) Section 2.2(aherein defined as such term is used in Rule 145 under the Securities Act) of Compugraphics existing at the GFI Disclosure Letter sets forth date hereof, and shows as to each of such subsidiary corporations or Affiliates the percentage of the total outstanding stock or other ownership thereof which is owned by Compugraphics at such date. All ownership interests in Affiliates and outstanding shares of stock of the subsidiary corporations owned by Compugraphics are validly issued, fully paid, and nonassessable, and Compugraphics has good and valid title thereto free and clear of any mortgage, pledge, lien, charge, security interest, option, right of first refusal, preferential purchase right, defect, encumbrance or other right or interest of any other person (i) each Subsidiary of GFI (individually, a “GFI Subsidiary” and collectively, the “GFI Subsidiaries”an "Encumbrance"), (ii) except for shares of capital stock or other similar ownership interests of certain subsidiaries or Affiliates of Compugraphics that are owned by certain nominee equity holders as required by the number applicable law of authorized, allotted, issued and outstanding Securities of each GFI Subsidiary, (iii) each GFI Subsidiary’s the jurisdiction of incorporation organization of such subsidiaries or organization and (iv) the location of each GFI Subsidiary’s principal executive officesAffiliates. Each GFI Subsidiary such subsidiary is a corporation or company limited by shares duly incorporated or a limited liability companyorganized, partnership or other entity duly organized validly existing, and is validly existing and, to the extent such concept or a similar concept exists in the relevant jurisdiction, in good standing (or equivalent concept with respect to jurisdictions that do not recognize such concept) under the laws of the jurisdiction of its incorporation or organization, as the case may be, under which it is incorporated and has all full requisite corporate or other power and authority, as the case may be, authority to own, lease own its property and operate its properties and assets and to carry on its business in all material respects as currently conducted. Each GFI Subsidiary is presently conducted by it and is, or on the Effective Time will be, duly qualified or licensed to do business and is is, or on the Effective Time will be, in good standing (or equivalent concept with respect to jurisdictions that do not recognize such concept) as a foreign corporation authorized to do business in each jurisdiction where all jurisdictions in which the ownership, leasing or operation character of its properties or the assets or conduct properties owned or the nature of its the business requires conducted makes such qualification or licenselicensing necessary, except where any failures the failure to be so qualified or licensed and in good standing do could not constitute reasonably be expected to have a Material Adverse EffectEffect on Compugraphics. GFI has delivered As hereinafter used in this Article II, the term "Compugraphics" also includes any and all of its directly and indirectly held subsidiaries or made available Affiliates (i.e., including, but not limited to, Tow Manager), except where the context indicates to Parent truethe contrary; provided, correct however, that for purposes of Sections 2.7.1 and complete copies 2.20, the term "Compugraphics" further includes any corporation, trade, business or entity under common control with Compugraphics within the meaning of Section 414(b), (c), (m) or (o) of the Constituent Documents Code or Section 4001 of each GFI Subsidiary, as amended and in effect on the date of this AgreementERISA. (b) GFI is, directly or indirectly, the record and Beneficial Owner of all of the outstanding Securities of each GFI Subsidiary, free and clear of any Liens and free of any other limitation or restriction (including any limitation or restriction on the right to vote, sell, transfer or otherwise dispose of the Securities), other than, in each case, any limitation or restriction imposed by any federal, state or foreign securities Laws. All of such Securities have been duly authorized, validly issued, fully paid and, where applicable, are non-assessable (and no such Securities have been issued in violation of any preemptive or similar rights). Except for the Securities of the GFI Subsidiaries, GFI does not own, directly or indirectly, any Securities in any entity.

Subsidiaries. (a) Section 2.2(a) of the GFI Disclosure Letter sets forth (i) each Subsidiary of GFI (individuallyContango owns, a “GFI Subsidiary” and collectivelydirectly or indirectly, the “GFI Subsidiaries”), (ii) the number of authorized, allotted, issued and outstanding Securities capital stock, membership interests, partnership interests or other ownership interests (as applicable) of each GFI Subsidiaryof the entities listed on Schedule B hereto in the percentages set forth on Schedule B hereto, (iii) each GFI Subsidiary’s jurisdiction which constitute all direct or indirect subsidiaries of incorporation or organization and (iv) Contango. References herein to “Subsidiaries” refer to the location of each GFI Subsidiary’s principal executive officesentities listed on Schedule B hereto. Each GFI Subsidiary is a corporation or company limited by shares duly incorporated or a limited liability company, partnership or other entity has been duly organized and is validly existing and, to the extent such concept or a similar concept exists in the relevant jurisdiction, and in good standing under the laws of the jurisdiction of its incorporation or organization, as the case may be, and has all requisite corporate or other with full power and authority, as the case may be, authority to own, lease and operate its properties and assets and to carry on conduct its business as described in all material respects as currently conductedthe SEC Reports, except where the failure to be in good standing would not have a Material Adverse Effect. Each GFI Subsidiary is duly qualified or licensed to do business and is in good standing in each jurisdiction where the ownership, ownership or leasing or operation of its properties or and assets or the conduct of its business requires such qualification or licensequalification, except where any failures the failure to be so qualified or licensed and in good standing do not constitute would not, individually or in the aggregate, have a Material Adverse Effect. GFI has delivered or made available to Parent trueExcept as disclosed in the SEC Reports, correct and complete copies of the Constituent Documents of each GFI Subsidiary, as amended and in effect on the date of this Agreement. (b) GFI is, directly or indirectly, the record and Beneficial Owner of all of the outstanding Securities shares of capital stock of, or other equity interests in, each GFI Subsidiary, free and clear of any Liens and free of any other limitation or restriction (including any limitation or restriction on the right to vote, sell, transfer or otherwise dispose of the Securities), other than, in each case, any limitation or restriction imposed by any federal, state or foreign securities Laws. All of such Securities Subsidiaries have been duly authorized, authorized and validly issued, are fully paid and, where applicable, are and non-assessable (and no such Securities assessable, have been issued in compliance with all applicable securities laws, were not issued in violation of any preemptive right, resale right, right of first refusal or similar rightsright and are owned by Contango or applicable Subsidiary subject to no security interest, other encumbrance or adverse claims, except for such liens, encumbrances, equities or claims granted in connection with that certain Credit Agreement, dated as of September 17, 2019, among Contango, as borrower, JPMorgan Chase Bank, N.A., as administrative agent, and each of JPMorgan Chase Bank, N.A., Royal Bank of Canada and Cadence Bank, N.A., as joint bookrunners and the lenders from time to time party thereto, and as amended, restated or modified from time to time (collectively, the “Credit Agreement”), or as could not, in the aggregate, reasonably be expected to have a Material Adverse Effect. Except for No options, warrants or other rights to purchase, agreements or other obligations to issue or other rights to convert any obligation into shares of capital stock of, or equity interests in, the Securities of the GFI Subsidiaries, GFI does not ownSubsidiaries are outstanding. Contango owns, directly or indirectly, any Securities 37% of the outstanding limited liability company interests in any entityExaro Energy III LLC, a Delaware limited liability company, and such limited liability company interests are owned by Contango subject to no security interest, other encumbrance or adverse claims, except for such liens, encumbrances, equities or claims granted in connection with the Credit Agreement or as could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Subsidiaries. (a) Section 2.2(a) The subsidiaries of the GFI Disclosure Letter sets forth Company are ------------ listed on Schedule 4.02 hereto together with, as to each subsidiary, a list identifying (i) each Subsidiary the jurisdiction of GFI (individually, a “GFI Subsidiary” and collectively, the “GFI Subsidiaries”)incorporation of such subsidiary, (ii) the number of authorized, allotted, issued and outstanding Securities of each GFI Subsidiaryjurisdiction in which such subsidiary is qualified to conduct business, (iii) each GFI Subsidiary’s jurisdiction of incorporation in which such subsidiary has an office or organization and (iv) the location of conducts business. Except as set forth on Schedule 4.02 hereto, each GFI Subsidiary’s principal executive offices. Each GFI Subsidiary subsidiary is a corporation or company limited by shares duly incorporated or a limited liability companyorganized, partnership or other entity duly organized and is validly existing and, to the extent such concept or a similar concept exists in the relevant jurisdiction, and in good standing under the laws of the jurisdiction of its incorporation or organization, as the case may be, and has all requisite corporate or other power and authority, as the case may be, authority and all necessary governmental approvals to own, lease and operate its properties and assets and to carry on its business in all material respects as currently now being conducted. Each GFI Subsidiary is qualified or licensed , except where the failure to do business be so organized, existing and is in good standing or to have such power, authority and governmental approvals would not, individually or in the aggregate, have a Material Adverse Effect. The Company has heretofore delivered to Parent or Acquisition accurate and complete copies of the certificates of incorporation and by-laws or equivalent organizational documents of each jurisdiction where subsidiary of the ownershipCompany, leasing or operation of its properties or assets or conduct of its business requires such qualification or license, except where any failures to be so each as currently in effect. Each subsidiary is duly qualified or licensed and in good standing to do not constitute business in each jurisdiction in which the property owned, leased or operated by it or the nature of the business conducted by it make such qualification or licensing necessary, except in such jurisdictions where the failure to be so duly qualified or licensed and in good standing would not, individually or in the aggregate, have a Material Adverse Effect. GFI has delivered or made available to Parent true, correct and complete copies of the Constituent Documents of each GFI Subsidiary, as amended and in effect on the date of this Agreement. (b) GFI Except as set forth in Schedule 4.02 hereto, the Company is, directly or indirectly, the record and Beneficial Owner beneficial owner of all of the outstanding Securities shares of capital stock of each GFI Subsidiaryof its subsidiaries. Except as set forth on Schedule 4.02 hereto, free and clear each outstanding share of any Liens and free capital stock of any other limitation or restriction (including any limitation or restriction on the right to vote, sell, transfer or otherwise dispose each subsidiary of the Securities), other than, in each case, any limitation or restriction imposed by any federal, state or foreign securities Laws. All of such Securities have been Company is duly authorized, validly issued, fully paid andand nonassessable and to the extent owned by the Company or any subsidiary of the Company is free and clear of any security interest, where applicableclaim, lien, charge, encumbrance, pledge, option, right of first refusal, limitation on voting rights or agreement of any kind. There are non-assessable (no proxies with respect to any shares of capital stock of any subsidiary of the Company to the extent owned by the Company or any subsidiary of the Company, and no such Securities have been issued in violation equity securities of any preemptive of its subsidiaries are or may become required to be issued by reason of any options, warrants, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into or exchangeable or exercisable for, shares of any capital stock of any subsidiary, and there are no contracts, commitments, undertakings or arrangements by which the Company or any subsidiary is or may be bound to issue additional shares of its capital stock or securities convertible into or exchangeable or exercisable for any such shares. Except as set forth on Schedule 4.02 hereto or in the SEC Reports (as hereinafter defined), the Company does not directly or indirectly own any equity or similar rights). Except for the Securities of the GFI Subsidiariesinterest in, GFI does not own, directly or indirectlyany interest convertible into or exchangeable or exercisable for, any Securities equity or similar interest in, any corporation (other than a subsidiary), partnership, joint venture or other business association or entity which is material (in any entityassets, earnings or otherwise) to the Company and its subsidiaries as a whole.

Subsidiaries. (a) Section 2.2(a) Schedule 4.4 correctly sets forth the names, the form of legal entity and jurisdictions of organization of all Subsidiaries of Borrower as of the GFI Disclosure Letter sets forth (i) 2000 Closing Date and identifies each such Subsidiary of GFI (individuallythat is a Consolidated Subsidiary, a “GFI Subsidiary” and collectively, the “GFI Subsidiaries”), (ii) the number of authorized, allotted, issued and outstanding Securities of each GFI Significant Subsidiary, (iii) each GFI a Guarantor Subsidiary’s jurisdiction of incorporation or organization , a Foreign Subsidiary and (iv) the location of each GFI a Financial Subsidiary’s principal executive offices. Each GFI Subsidiary is a corporation or company limited by shares duly incorporated or a limited liability company, partnership or other entity duly organized and is validly existing and, to the extent such concept or a similar concept exists in the relevant jurisdiction, in good standing under the laws As of the jurisdiction 2000 Closing Date, unless otherwise indicated in Schedule 4.4, all of its incorporation the outstanding shares of capital stock, or organizationall of the units of equity interest, as the case may be, and has all requisite corporate or other power and authority, as the case may be, to own, lease and operate its properties and assets and to carry on its business in all material respects as currently conducted. Each GFI Subsidiary is qualified or licensed to do business and is in good standing in each jurisdiction where the ownership, leasing or operation of its properties or assets or conduct of its business requires such qualification or license, except where any failures to be so qualified or licensed and in good standing do not constitute a Material Adverse Effect. GFI has delivered or made available to Parent true, correct and complete copies of the Constituent Documents of each GFI Subsidiary, as amended and in effect on the date Subsidiary indicated thereon are owned of this Agreement. (b) GFI is, directly or indirectly, the record and Beneficial Owner of all of the outstanding Securities of each GFI Subsidiary, free and clear of any Liens and free of any other limitation beneficially by Borrower or restriction (including any limitation or restriction on the right to vote, sell, transfer or otherwise dispose of the Securities), other than, in each case, any limitation or restriction imposed by any federal, state or foreign securities Laws. All one of such Securities have been Subsidiaries, and all such shares or equity interests so owned were issued in compliance with all state and federal securities Laws and are duly authorized, validly issued, fully paid and, where applicable, are and non-assessable (other than with respect to required capital contributions to any joint venture in accordance with customary terms and no provisions of the related joint venture agreement), except where the failure to so comply would not constitute a Material Adverse Effect, and are free and clear of all Liens and Rights of Others, except for Permitted Encumbrances and Permitted Rights of Others. (b) Each Significant Subsidiary is as of the date of this Agreement, and will be as of the 2000 Closing Date, a legal entity of the form described for that Subsidiary in Schedule 4.4, and is duly organized, validly existing and in good standing under the Laws of its jurisdiction of organization, is duly qualified to do business as a foreign organization and is in good standing as such Securities have been issued in violation each jurisdiction in which the conduct of its business or the ownership or leasing of its Properties makes such qualification necessary (except where the failure to be so duly qualified and in good standing does not constitute a Material Adverse Effect) and has all requisite power and authority to conduct its business, to own and lease its Properties and to execute, deliver and perform the Loan Documents to which it is a Party. (c) Each Significant Subsidiary is in substantial compliance with all Laws and other requirements applicable to its business and has obtained all Authorizations from, and each such Significant Subsidiary has accomplished all filings, registrations, and qualifications with, or obtained exemptions from any preemptive or similar rights). Except of the foregoing from, any Governmental Agency that are necessary for the Securities transaction of its business, except where the GFI Subsidiariesfailure so to obtain Authorizations, GFI comply, file, register, qualify or obtain exemptions does not own, directly or indirectly, any Securities in any entityconstitute a Material Adverse Effect.

Subsidiaries. (a) Section 2.2(a) of the GFI Disclosure Letter sets forth (i) each Subsidiary of GFI (individually, a “GFI Subsidiary” and collectively, the “GFI Subsidiaries”), (ii) the number of authorized, allotted, issued and outstanding Securities of each GFI Subsidiary, (iii) each GFI Subsidiary’s jurisdiction of incorporation or organization and (iv) the location of each GFI Subsidiary’s principal executive offices. Each GFI Subsidiary is a corporation or company limited by shares duly incorporated or a limited liability company, partnership or other entity company duly organized and is validly existing and, to the extent such concept or a similar concept exists in the relevant jurisdiction, in good standing under the laws Laws of the its respective jurisdiction of its incorporation or organization, formation as the case may be, described in Schedule 3.3 and has all requisite corporate or other organizational power and authority, as the case may be, to own, lease and operate its properties and assets and authority required to carry on its business in all material respects as currently now conducted. Each GFI Subsidiary is duly qualified or licensed to do business and is in good standing as a foreign limited liability company in each jurisdiction where the ownership, leasing or operation of its properties or assets or conduct of its business Business requires such qualification or licensequalification. (b) The execution, except where any failures delivery and performance of this Agreement and the other documents required to be so qualified or licensed executed and in good standing delivered at Closing by each Seller and the consummation of the transactions contemplated hereby and thereby do not and will not (i) violate the applicable organizational or governing documents of any Subsidiary, (ii) assuming compliance with the requirements of the HSR Act, violate any applicable Law or Permit, or, assuming compliance by Sellers with Section 5.8, require any consent or other action by any Person under, constitute a Material Adverse Effect. GFI has delivered default under, or give rise to any right of termination, cancellation or acceleration of any right or obligation of any Subsidiary or to a loss of any benefit to which any Subsidiary is entitled under any provision of any material note, bond, mortgage, indenture, or other financing instrument binding upon any Subsidiary or (iii) result in the creation or imposition of any Lien (other than a Permitted Lien) on any asset of any Subsidiary. (c) Sellers have made available to Parent true, correct Purchaser (i) true and complete copies of the Constituent Documents certificate of formation and limited liability company agreement, each as amended as of the date hereof, of each GFI Subsidiary and (ii) the transfer books and minute books of each Subsidiary, as amended and in effect on the date of this Agreement. (bd) GFI is, directly or indirectly, The issued and outstanding membership interests in each Subsidiary are owned by the record and Beneficial Owner of all of the outstanding Securities of each GFI Subsidiary, Company free and clear of any Liens (other than restrictions on transfers that may be imposed by applicable securities Laws or in the applicable Subsidiary’s organizational documents). Other than this Agreement and free of their respective organizational documents, the issued and outstanding membership interests in each Subsidiary are not subject to any voting agreement or other limitation contract, agreement, arrangement, commitment or restriction (understanding, including any limitation such agreement, arrangement, commitment or restriction on the right to vote, sell, transfer understanding restricting or otherwise dispose relating to the voting, dividend rights or disposition of such membership interests. (e) The entire equity ownership of each Subsidiary consists of the Securities), other than, equity interests as set forth in Schedule 3.3. In each case, any limitation or restriction imposed by any federal, state or foreign securities Laws. All all of such Securities have been equity interests are duly authorized, authorized and validly issuedissued and outstanding, fully paid andpaid, where applicable, are non-assessable (except as expressly authorized by the terms of the applicable organizational documents of such Subsidiaries and no such Securities except for any obligation to return distributions under the Delaware Limited Liability Company Act) and have not been issued in violation of any preemptive or similar rights). Except for the Securities of the GFI Subsidiariesequity interests shown on Schedule 3.3, GFI does not own, directly or indirectly, any Securities there are no outstanding equity interests in any entitySubsidiary, or any contractual arrangements giving any Person a right to receive any benefits or rights similar to the rights enjoyed by or accruing to the holders of such equity interests. Other than pursuant to this Agreement (or the transactions contemplated hereby), there are no outstanding options, warrants, convertible or exchangeable securities, subscriptions, preemptive rights, stock appreciation rights, phantom stock, profit participation rights, calls or commitments of any character whatsoever, relating to the membership interests of any Subsidiary, to which such Subsidiary is a party or bound. There are no outstanding obligations of any Subsidiary to repurchase, redeem or otherwise acquire any outstanding securities of such Subsidiary.

Subsidiaries. (a) Section 2.2(a) The SEC Documents set forth a true and complete list of the GFI Disclosure Letter sets forth (i) all of Issuer’s Subsidiaries, listing for each Subsidiary its name, type of GFI (individually, a “GFI Subsidiary” and collectivelyentity, the “GFI Subsidiaries”), (ii) the number of authorized, allotted, issued and outstanding Securities of each GFI Subsidiary, (iii) each GFI Subsidiary’s jurisdiction of its incorporation or organization and (iv) the location percentage of each GFI class or series of its equity securities owned by Issuer or Subsidiary. (b) UCB is a commercial bank duly organized and validly existing under the Laws of the State of California, and duly licensed by the CADFI. The deposits of UCB are insured by the FDIC to the fullest extent permitted in the FDIC, and all premiums and assessments required to be paid in connection therewith have been paid when due. Issuer is the legal and Beneficial Owner of all of the issued and outstanding equity securities of UCB. (c) Each of Issuer’s principal executive offices. Each GFI Subsidiary Subsidiaries that is a corporation: (i) is a corporation or company limited by shares duly incorporated or a limited liability companyorganized, partnership or other entity duly organized and is validly existing and, to the extent such concept or a similar concept exists in the relevant jurisdiction, and in good standing under the laws of the its jurisdiction of its incorporation or organization, as the case may be, and (ii) has all requisite corporate or other power and authority, as the case may be, authority to own, operate or lease and operate all of its properties and assets and to carry on its business as it has been and is now being conducted, and (iii) is duly licensed or qualified to do business in all material respects as currently conductedeach jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified would not (i) prevent or delay Issuer from performing its obligations hereunder, (ii) adversely affect the ability of Issuer to consummate the transactions contemplated hereby or (iii) have a Material Adverse Effect. Each GFI of Issuer’s Subsidiaries that is not a corporation: (i) is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, (ii) has all necessary power and authority to own, operate or lease the properties and assets owned, operated or leased by such Subsidiary and to carry on its business as it has been and is currently conducted by such Subsidiary and (iii) is duly licensed or qualified or licensed to do business and is in good standing in each jurisdiction where in which the ownership, leasing properties owned or leased by it or the operation of its properties business makes such licensing or assets or conduct of its business requires such qualification or licensenecessary, except where any failures the failure to be so licensed or qualified would not (i) prevent or licensed and in good standing do not constitute delay Issuer from performing its obligations hereunder, (ii) adversely affect the ability of Issuer to consummate the transactions contemplated hereby or (iii) have a Material Adverse Effect. GFI has delivered or made available to Parent true, correct and complete copies of the Constituent Documents of each GFI Subsidiary, as amended and in effect on the date of this Agreement. (b) GFI is, directly or indirectly, the record and Beneficial Owner of all of the outstanding Securities of each GFI Subsidiary, free and clear of any Liens and free of any other limitation or restriction (including any limitation or restriction on the right to vote, sell, transfer or otherwise dispose of the Securities), other than, in each case, any limitation or restriction imposed by any federal, state or foreign securities Laws. All of such Securities have been duly authorized, validly issued, fully paid and, where applicable, are non-assessable (and no such Securities have been issued in violation of any preemptive or similar rights). Except for the Securities of the GFI Subsidiaries, GFI does not own, directly or indirectly, any Securities in any entity.

Subsidiaries. (a) Section 2.2(a) The Company’s “significant” subsidiaries, as defined in Rule 1-02 of Regulation S-X, immediately prior to the closing of the GFI Disclosure Letter sets forth offering contemplated by this Agreement, will be the Guarantor, Viper Energy Partners LLC (i) each Subsidiary of GFI (individually, a “GFI Subsidiary” and collectively, the “GFI SubsidiariesViper OpCo”), QEP Resources, Inc. and QEP Energy Company (ii) the number of authorized, allotted, issued and outstanding Securities of each GFI a “Significant Subsidiary, (iii) each GFI Subsidiary’s jurisdiction of incorporation or organization and (iv) the location of each GFI Subsidiary’s principal executive offices”). Each GFI Significant Subsidiary is a corporation or company limited by shares has been duly incorporated or a limited liability company, partnership or other entity duly organized formed and is validly existing and, to the extent such concept or a similar concept exists in the relevant jurisdiction, and in good standing under the laws of the jurisdiction of its incorporation organization with the limited liability company, corporate or organizationlimited partnership power and authority, as applicable, to own and/or lease its properties and conduct its business as described in the General Disclosure Package; and each Significant Subsidiary is duly qualified to do business as a foreign limited liability company, corporation or limited partnership, as applicable, in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to so qualify or be in good standing in such other jurisdictions would not result in a Material Adverse Effect; all of the limited liability company interests, shares of common stock or limited partnership interests, as the case may be, in each Significant Subsidiary of the Company have been duly authorized and has all requisite corporate validly issued in accordance with constituent documents of each Significant Subsidiary and are fully paid (to the extent required under such subsidiary’s limited liability company agreement or other power and authoritylimited partnership agreement, as the case may be, with respect to own, lease and operate its properties and assets and to carry on its business in all material respects as currently conducted. Each GFI Subsidiary is qualified or licensed to do business and is in good standing in each jurisdiction where the ownership, leasing or operation of its properties or assets or conduct of its business requires such qualification or license, except where any failures to be so qualified or licensed and in good standing do not constitute a Material Adverse Effect. GFI has delivered or made available to Parent true, correct and complete copies those Significant Subsidiaries of the Constituent Documents of each GFI Subsidiary, as amended Company that are limited liability companies or limited partnerships) and in effect on the date of this Agreement. (b) GFI is, directly or indirectly, the record and Beneficial Owner of all of the outstanding Securities of each GFI Subsidiary, free and clear of any Liens and free of any other limitation or restriction (including any limitation or restriction on the right to vote, sell, transfer or otherwise dispose of the Securities), other than, in each case, any limitation or restriction imposed by any federal, state or foreign securities Laws. All of such Securities have been duly authorized, validly issued, fully paid and, where applicable, are non-assessable (except as such non-assessability may be affected by Sections 18-607 and no such Securities have been issued in violation of any preemptive or similar rights). Except for the Securities 18-804 of the GFI SubsidiariesDelaware Limited Liability Company Act with respect to those Significant Subsidiaries of the Company that are limited liability companies and by Sections 17-303, GFI does not own17-607 and 17-804 of the Delaware Revised Uniform Limited Partnership Act with respect to those Significant Subsidiaries of the Company that are limited partnerships); and, except as otherwise disclosed in the General Disclosure Package with respect to (i) the pledge thereof in connection with Viper OpCo’s revolving credit facility and (ii) the issuance and sale of common units representing limited partnership interests of Viper Energy Partners LP (“Viper”) to the public, in connection with acquisitions of mineral and royalty interests or other assets or pursuant to Viper’s equity compensation plan, the equity interests in each Significant Subsidiary will be owned by the Company, directly or indirectlythrough subsidiaries, any Securities in any entityfree from liens, encumbrances and defects.

Subsidiaries. (a) Section 2.2(a) Schedule 5.04 hereto correctly sets forth as of December 31, 2019 the names and jurisdictions of formation of all Subsidiaries of the GFI Disclosure Letter sets forth (i) Borrower and states whether each is or is not a Consolidated Subsidiary. Except for shares of capital stock or partnership interests in a Subsidiary required by Applicable Laws to be held by a director or comparable official of that Subsidiary and unless otherwise indicated in Schedule 5.04 or where the failure to own all of the shares of capital stock or partnership interests in such Subsidiary would have a Material Adverse Effect, all of the outstanding shares of capital stock or partnership interests of each Subsidiary are owned beneficially by the Borrower, and, to the knowledge of GFI (individuallythe Borrower, a “GFI Subsidiary” all securities and collectively, the “GFI Subsidiaries”), (ii) the number of interests so owned are duly authorized, allottedvalidly issued, fully paid, non-assessable, and issued in compliance with all applicable state and outstanding Securities federal securities and other Laws, and are free and clear of each GFI Subsidiary, all Liens and Rights of Others. (iiib) each GFI Subsidiary’s jurisdiction of incorporation or organization and (iv) the location of each GFI Subsidiary’s principal executive offices. Each GFI Subsidiary is a corporation or company limited by shares duly incorporated or a limited liability company, partnership or other legal entity duly organized formed, validly existing, and is validly existing and, to the extent such concept or a similar concept exists in the relevant jurisdiction, in good standing under the laws of the its jurisdiction of its incorporation or organizationformation, as the case may be, and has all requisite corporate or other power and authority, as the case may be, to own, lease and operate its properties and assets and to carry on its business in all material respects as currently conducted. Each GFI Subsidiary is duly qualified or licensed to do business and is in good standing in each jurisdiction where in which the ownership, leasing or operation of its properties or assets or conduct of its business requires or the ownership or leasing of its properties makes such qualification or licensenecessary, except where any failures the failure to be so duly qualified or licensed and in good standing do not constitute would have a Material Adverse Effect. GFI , and has delivered or made available all requisite legal power and authority to Parent true(i) conduct its business and (ii) own and lease its properties, correct except in the cases of clause (i) and complete copies of (ii), where the Constituent Documents of each GFI Subsidiary, as amended and in effect on the date of this Agreementfailure to do so would not have a Material Adverse Effect. (bc) GFI isEach Subsidiary is in compliance with all Laws and other legal requirements applicable to its business and has obtained all authorizations, directly consents, approvals, orders, licenses, and permits from, and has accomplished all filings, registrations, and qualifications with, or indirectly, the record and Beneficial Owner of all obtained exemptions from any of the outstanding Securities of each GFI Subsidiary, free and clear of any Liens and free of any other limitation or restriction (including any limitation or restriction on the right to vote, sell, transfer or otherwise dispose of the Securities), other than, in each caseforegoing from, any limitation or restriction imposed by any federal, state or foreign securities Laws. All of such Securities have been duly authorized, validly issued, fully paid and, where applicable, Governmental Authority that are non-assessable (and no such Securities have been issued in violation of any preemptive or similar rights). Except necessary for the Securities transaction of its business, except where the GFI Subsidiariesfailure to be in such compliance, GFI does not ownobtain such authorizations, directly consents, approvals, orders, licenses, and permits, accomplish such filings, registrations, and qualifications, or indirectlyobtain such exemptions, any Securities in any entitywould have a Material Adverse Effect.

Subsidiaries. (a) Section 2.2(a) Each of the GFI Disclosure Letter sets forth Company’s “significant subsidiaries” (ifor purposes of this Agreement, as defined in Rule 405 under the Securities Act) each Subsidiary of GFI (individually, a “GFI Subsidiary” and collectively, the “GFI Subsidiaries”), (ii) the number of authorized, allotted, issued and outstanding Securities of each GFI Subsidiary, (iii) each GFI Subsidiary’s jurisdiction of incorporation or organization and (iv) the location of each GFI Subsidiary’s principal executive offices. Each GFI Subsidiary is a corporation or company limited by shares has been duly incorporated or organized, as the case may be, and is validly existing as a corporation, partnership, limited liability company, partnership statutory trust or other entity duly organized and is validly existing andentity, to the extent such concept or a similar concept exists in the relevant jurisdictionas applicable, in good standing under the laws of the jurisdiction of its incorporation or organization, as the case may be, organization and has all requisite the power and authority (corporate or other power and authority, as the case may be, other) to own, lease and operate its properties and assets and to carry on conduct its business as described in all material respects as currently conductedthe Registration Statement, the Time of Sale Prospectus and the Prospectus. Each GFI Subsidiary of the Company’s significant subsidiaries is duly qualified as a foreign corporation, partnership, limited liability company, statutory trust or licensed other entity, as applicable, to do transact business and is in good standing in each jurisdiction where in which such qualification is required, whether by reason of the ownership, ownership or leasing of property or operation of its properties or assets or the conduct of its business requires such qualification or licensebusiness, except where any failures the failure to so qualify or to be so qualified or licensed and in good standing do would not constitute reasonably be expected, individually or in the aggregate, to have a material adverse effect on the condition (financial or other), earnings, business, properties, operations, assets, liabilities or prospects of the Company and its subsidiaries, considered as one entity (a “Material Adverse Effect”). GFI has delivered or made available to Parent true, correct and complete copies All of the Constituent Documents issued and outstanding capital stock or other equity or ownership interests of each GFI Subsidiaryof the Company’s significant subsidiaries have been duly authorized and validly issued, as amended are fully paid and in effect on nonassessable and are owned by the date of this Agreement. (b) GFI isCompany, directly or indirectly, the record and Beneficial Owner of all of the outstanding Securities of each GFI Subsidiarythrough subsidiaries, free and clear of any Liens and free of any other limitation security interest, mortgage, pledge, lien, encumbrance or restriction (including any limitation or restriction on the right to vote, sell, transfer or otherwise dispose of the Securities), other than, in each case, any limitation or restriction imposed by any federal, state or foreign securities Lawsadverse claim. All of such Securities have been duly authorized, validly issued, fully paid and, where applicable, are non-assessable (and no such Securities have been issued in violation of any preemptive or similar rights). Except for the Securities of the GFI Subsidiaries, GFI The Company does not ownown or control, directly or indirectly, any Securities corporation, association or other entity other than the subsidiaries listed in Exhibit 21 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019 (other than any entitycorporations, associations or other entities that, in the aggregate, do not constitute a “significant subsidiary” as defined in Rule 1-02 of Regulation S-X). First Citizens Investor Services, Inc. is a broker/dealer duly registered with the Commission pursuant to the Exchange Act, is a member in good standing of FINRA, and is in compliance with the securities laws in those states in which it conducts business as a broker-dealer. First Citizens Investor Services, Inc. and First Citizens Asset Management, Inc. are investment advisors duly registered with the Commission pursuant to the Investment Advisers Act of 1940, as amended.

Subsidiaries. (a) Section 2.2(a5.5(a) of the GFI Company Disclosure Letter sets forth for each Subsidiary of Panadero Aggregates (i) each Subsidiary of GFI (individually, a “GFI Subsidiary” its name and collectively, the “GFI Subsidiaries”), (ii) the number of authorized, allotted, issued and outstanding Securities of each GFI Subsidiary, (iii) each GFI Subsidiary’s its jurisdiction of incorporation organization. Panadero Aggregates has no Subsidiaries other than those Subsidiaries set forth in Section 5.5(a) of the Company Disclosure Letter. Panadero Aggregates is the sole direct or organization indirect beneficial and (ivrecord owner of the outstanding shares of capital stock or other equity interests in each of its Subsidiaries, except as set forth in Section 5.5(a) of the location of each GFI Subsidiary’s principal executive officesCompany Disclosure Letter. Each GFI such Subsidiary is a corporation or company limited by shares duly incorporated or a limited liability company, partnership or other entity duly organized and is validly existing and, to the extent such concept or a similar concept exists in the relevant jurisdiction, in good standing under the laws of the jurisdiction of its incorporation or organizationorganization and is duly qualified or authorized to do business as a foreign Person and is in good standing under the laws of each jurisdiction in which the conduct of its business or the ownership of its properties requires such qualification or authorization, as except where the case may befailure to be so qualified, and authorized or in good standing would not have, individually or in the aggregate, a Material Adverse Effect. Each such Subsidiary has all requisite limited liability company, corporate or other power and authority, as the case may be, authority to own, lease and operate its properties and assets and to carry on its business in all material respects as currently now conducted. Each GFI Subsidiary is qualified or licensed to do business and is in good standing in each jurisdiction where the ownership, leasing or operation of its properties or assets or conduct of its business requires such qualification or license, except where any failures to be so qualified or licensed and in good standing do not constitute a Material Adverse Effect. GFI has delivered or made available to Parent true, correct and complete copies of the Constituent Documents of each GFI Subsidiary, as amended and in effect on the date of this Agreement. (b) GFI is, directly or indirectly, the record and Beneficial Owner of all of the The outstanding Securities equity interests of each GFI SubsidiarySubsidiary of Panadero Aggregates are validly issued, fully paid and non-assessable, and are owned free and clear of any and all Liens (other than Permitted Exceptions), except as set forth in Section 5.5(b) of the Company Disclosure Letter. There is no (i) existing option, warrant, call, right or Contract relating to, and free there are no convertible securities of any such Subsidiary outstanding which upon conversion would require, the issuance of any equity interests of any such Subsidiary or other limitation securities convertible into equity interests of any such Subsidiary, (ii) outstanding obligation, contingent or restriction otherwise, of any Subsidiary to repurchase, redeem or otherwise acquire any equity interests of any Subsidiary or (including any limitation iii) voting trust or restriction on other Contract with respect to the right to votevoting, sellredemption, sale transfer or otherwise dispose other disposition of the Securities), other than, in each case, any limitation or restriction imposed by any federal, state or foreign securities Laws. All of such Securities have been duly authorized, validly issued, fully paid and, where applicable, are non-assessable (and no such Securities have been issued in violation equity interests of any preemptive or similar rights). Except for the Securities of the GFI Subsidiaries, GFI does not own, directly or indirectly, any Securities in any entitySubsidiary.

Subsidiaries. (a) Section 2.2(a) of the GFI Disclosure Letter sets forth (i) each Subsidiary of GFI (individually, a “GFI Subsidiary” and collectively, the “GFI Subsidiaries”), (ii) the number of authorized, allotted, issued and outstanding Securities of each GFI Subsidiary, (iii) each GFI Subsidiary’s jurisdiction of incorporation or organization and (iv) the location of each GFI Subsidiary’s principal executive offices. Each GFI Significant Subsidiary is a corporation or company limited by shares duly incorporated or a limited liability companyorganized, partnership or other entity duly organized and is validly existing and, to the extent such concept or a similar concept exists in the relevant jurisdiction, and in good standing under the laws Laws of the its jurisdiction of its incorporation or organization, as the case may be, and has all requisite corporate or other power and authority, as the case may be, to own, lease and operate its properties and assets and powers to carry on its business in all material respects as currently now conducted. Each GFI Significant Subsidiary of the Company is duly qualified or licensed to do business and is in good standing in each jurisdiction where in which the ownership, leasing character of the property owned or operation leased by it or the nature of its properties or assets or conduct of its business requires activities makes such qualification or licensenecessary, except for those jurisdictions where any failures to be so qualified qualified, individually or licensed in the aggregate, have not had, and in good standing do would not constitute be reasonably expected to have, a Company Material Adverse Effect. GFI The Company has delivered or heretofore made available to Parent true, correct complete and complete accurate copies of the Constituent Organizational Documents of each GFI SubsidiarySignificant Subsidiary of the Company, as amended and in effect on to the date of this Agreement. No Significant Subsidiary is in violation of any provision of its Organizational Documents except as, individually or in the aggregate, is not and would not be reasonably expected to be, material to such Significant Subsidiary. (b) GFI isExcept as set forth on Section 4.6(b) of the Company Disclosure Schedules, all of the outstanding capital stock of, or other ownership interests in, each Significant Subsidiary of the Company is wholly-owned by the Company, directly or indirectly, the record beneficially and Beneficial Owner of all of the outstanding Securities of each GFI Subsidiaryrecord, free and clear of any Liens Encumbrance (except for such Encumbrances as may be provided under the Securities Act, other applicable Laws, or the Organizational Documents of such Subsidiary). All outstanding shares of capital stock of each Significant Subsidiary have been duly authorized and free validly issued and are fully paid and nonassessable and not subject to any pre-emptive rights. There are no outstanding (i) securities of the Company or any of its Significant Subsidiaries convertible into or exchangeable for shares of capital stock or other voting securities or ownership interests in any Significant Subsidiary of the Company or (ii) (A) options, warrants or other rights to acquire from the Company or any of its Significant Subsidiaries any capital stock, voting securities or other ownership interests in, or any securities convertible into or exchangeable for any capital stock, voting securities or ownership interests in, any Significant Subsidiary of the Company, (B) bonds, debentures, notes or other Indebtedness of any Significant Subsidiary of the Company that are linked to, or the value of which is in any way based upon or derived from, the value of the Company, any of its Significant Subsidiaries or any part thereof, or any dividends or other limitation distributions declared or restriction paid on any shares of capital stock of, or other equity or voting interests in, the Company or any of its Significant Subsidiaries, or that have or that by their terms may have at any time (including any limitation whether actual or restriction on contingent) the right to vote (or that are convertible into, or exchangeable for, securities having the right to vote, sell, transfer or otherwise dispose ) on any matters on which stockholders of the Securities)Company or any of its Significant Subsidiaries may vote, other than, in each case, any limitation or restriction imposed by any federal, state or foreign securities Laws. All of such Securities have been duly authorized, validly issued, fully paid and, where applicable, are non-assessable (and no such Securities have been issued in violation of any C) preemptive or similar rights). Except for , subscription or other rights, convertible securities, or other agreements, arrangements or commitments of any character relating to the Securities capital stock of any Significant Subsidiary of the GFI SubsidiariesCompany, GFI does not ownobligating the Company or any of its Significant Subsidiaries to issue, transfer or sell any capital stock, voting securities or other ownership interests in, or any securities convertible into or exchangeable for any capital stock, voting securities or ownership interests in, the Company or any Significant Subsidiary of the Company or obligating the Company or any Significant Subsidiary of the Company to grant, extend or enter into any such option, warrant, subscription or other right, convertible security, agreement, arrangement or commitment or (D) restricted shares, restricted stock units, stock appreciation rights, performance shares, profit participation rights, contingent value rights, “phantom” stock, or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any Securities shares of capital stock of the Company or any Significant Subsidiary of the Company, excluding, for the avoidance of doubt, book value units granted under the Company’s long-term incentive program (the items in the foregoing clauses (i) and (ii) being referred to collectively as “Company Subsidiary Securities”). There are no outstanding obligations of the Company or any entityof its Significant Subsidiaries to repurchase, redeem or otherwise acquire any outstanding Company Subsidiary Securities. No Significant Subsidiary other than American National Insurance Company (“ANICO”) is, or has been, subject to any requirement to file periodic reports under the Exchange Act. No Significant Subsidiary of the Company owns any Shares. None of the Significant Subsidiaries has any outstanding equity compensation plans relating to the capital stock of, or other equity or voting interests in, any Subsidiary of the Company. Neither the Company nor any of its Significant Subsidiaries has any obligation to make any payments based on the price or value of any securities of any Subsidiary of the Company or dividends paid thereon.

Subsidiaries. (a) Section 2.2(a3.6(a) of the GFI Company Disclosure Letter sets forth (i) contains a complete and accurate list as of the date hereof of each Subsidiary of GFI the Company and the jurisdiction of organization thereof. Except for the Company’s Subsidiaries and marketable securities held for passive investment or cash management purposes maintained in the ordinary course of business (individuallywhich holdings do not represent a material amount of securities of, a “GFI Subsidiary” and collectivelyor other material voting or material equity interest in any Person), the “GFI Subsidiaries”)Company does not own, (ii) the number of authorizeddirectly or indirectly, allottedany capital stock of, issued and outstanding Securities of each GFI Subsidiary, (iii) each GFI Subsidiary’s jurisdiction of incorporation or organization and (iv) the location of each GFI Subsidiary’s principal executive offices. Each GFI Subsidiary is a corporation or company limited by shares duly incorporated or a limited liability company, partnership or other entity equity or voting interest in, any Person (or any security or other right, agreement or commitment convertible into or exercisable or exchangeable for, any equity or voting interest in any Person). Neither the Company nor any of its Subsidiaries has any obligation to acquire any equity or voting interest, security, right, agreement or commitment or to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in, any Person. No Subsidiary of the Company is in violation of its charter, bylaws or other similar organizational documents. (b) Each of the Company’s Subsidiaries is duly organized and is organized, validly existing and, to the extent such concept or a similar concept exists in the relevant jurisdiction, and in good standing under the laws Applicable Laws of the jurisdiction of its incorporation or organization, as respective organization (to the case may be, and extent the “good standing” concept is applicable). Each of the Company’s Subsidiaries has all the requisite corporate or other power and authority, authority to carry on its respective business as the case may be, it is presently being conducted and to own, lease and or operate its respective properties and assets and to carry on its business in all material respects as currently conductedassets. Each GFI Subsidiary of the Company’s Subsidiaries is duly qualified or licensed to do business and is in good standing in each jurisdiction where the ownership, leasing or operation character of its properties owned or assets leased or conduct the nature of its business requires activities make such qualification or licensenecessary (to the extent the “good standing” concept is applicable), except where any failures the failure to be so qualified or licensed and in good standing do has not constitute had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. GFI The Company has delivered or made available to Parent true, complete and correct and complete copies of the Constituent Documents certificates of each GFI Subsidiaryincorporation and bylaws (or equivalent organizational documents), as amended and in effect on to date, of the date of this AgreementCompany’s Subsidiaries. (bc) GFI is, directly or indirectly, the record and Beneficial Owner of all All of the outstanding Securities shares of capital stock of, or other equity or voting interests in, each GFI Subsidiary, free and clear of any Liens and free of any other limitation or restriction (including any limitation or restriction on the right to vote, sell, transfer or otherwise dispose Subsidiary of the Securities), other than, in each case, any limitation or restriction imposed by any federal, state or foreign securities Laws. All of such Securities Company (i) have been duly authorized, validly issued, issued and are fully paid and, where applicable, are non-assessable and nonassessable (and no such Securities shares of capital stock or any other equity or voting interest have been issued in violation of any preemptive or similar rights). Except for the Securities of the GFI Subsidiaries, GFI does not own) and (ii) are owned, directly or indirectly, by the Company, free and clear of all Liens and free of any Securities other restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other equity or voting interest) other than Permitted Liens. (d) There are no outstanding (i) securities of the Company or any of its Subsidiaries convertible into or exchangeable for shares of capital stock of, or other equity or voting interest in, any Subsidiary of the Company, (ii) options, stock appreciation rights, warrants, restricted stock units, rights or other commitments or agreements to acquire from the Company or any of its Subsidiaries, or that obligate the Company or any of its Subsidiaries to issue, any capital stock of, or other equity or voting interest in, or any securities convertible into or exchangeable for shares of capital stock of, or other equity or voting interest in, any Subsidiary of the Company, (iii) obligations of the Company to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment (whether payable in equity, cash or otherwise) relating to any entitycapital stock of, or other equity or voting interest (including any voting debt) in, any Subsidiary of the Company, (iv) outstanding restricted shares, restricted share units, stock appreciation rights, performance shares, contingent value rights, “phantom” stock or similar securities or rights that are derivative of, or provide Table of Contents economic benefits based, directly or indirectly, on the value or price of, any capital stock of, or other securities or ownership interests in, any Subsidiary of the Company (the items in clauses (i), (ii), (iii) and (iv), together with the capital stock of the Subsidiaries of the Company, being referred to collectively as “Subsidiary Securities”) (v) voting trusts, proxies, voting agreements or similar arrangements or understandings to which any Subsidiary of the Company is a party or by which any Subsidiary of the Company is bound with respect to the voting of any shares of capital stock of, or other equity or voting interest in, any Subsidiary of the Company, (vi) obligations or binding commitments of any character restricting the transfer of any shares of capital stock of, or other equity or voting interest in, any Subsidiary of the Company to which any Subsidiary of the Company is a party or by which it is bound, or (vii) other obligations by the Company or any of its Subsidiaries to make any payments based on the price or value of any Subsidiary Securities. There are no Contracts of any kind that obligate the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any outstanding Subsidiary Securities.

Subsidiaries. (a) Section 2.2(a) of the GFI Disclosure Letter sets forth (i) each Subsidiary of GFI (individuallyThe Company does not directly or indirectly own any equity interest in, a “GFI Subsidiary” and collectivelyor any interest convertible into or exchangeable or exercisable for any equity interest in, the “GFI Subsidiaries”)any corporation, (ii) the number of authorizedpartnership, allotted, issued and outstanding Securities of each GFI Subsidiary, (iii) each GFI Subsidiary’s jurisdiction of incorporation or organization and (iv) the location of each GFI Subsidiary’s principal executive offices. Each GFI Subsidiary is a corporation or company limited by shares duly incorporated or a limited liability company, partnership joint venture or other entity duly organized Person. Except for the Company’s interests in such Subsidiaries or as otherwise set forth in Section 4.5 of the Disclosure Schedule, the Company owns, directly or indirectly, of record and is beneficially, all capital stock and other equity interests in each of its Subsidiaries, free and clear of all Liens (other than pledges to lenders in respect of Indebtedness to be repaid at Closing), and all such capital stock and other equity interests are validly existing andissued, fully paid and non‑assessable (to the extent such concept is applicable to such equity interests). There are no outstanding options, warrants, rights, commitments, preemptive rights or agreements of any kind to which the Company or any of their respective Subsidiaries is a similar concept exists party or by which any of them is bound which would obligate any of them to issue, deliver, purchase or sell any additional shares of capital stock, units, membership, or other equity or profit interests of any kind in any of the relevant jurisdictionSubsidiaries of the Company. Each of the Company’s Subsidiaries is duly formed or organized, validly existing and in good standing (or its equivalent, if applicable) under the laws applicable Laws of the its jurisdiction of its incorporation formation or organization, as and each of the case may be, and Company’s Subsidiaries has all requisite corporate or other power and authority, as the case may be, authority to own, lease own and operate its properties and assets and to carry on its business in all material respects businesses as currently now conducted. Each GFI Subsidiary of the Company’s Subsidiaries is qualified or licensed to do business and is in good standing (or its equivalent) in every jurisdiction in which its ownership of property or the conduct of business as now conducted requires it to qualify. The Company has Made Available to Parent prior to the date hereof a true and complete copy of the Certificate of Incorporation and Bylaws of each jurisdiction where the ownership, leasing or operation of its properties Subsidiaries (or assets such other organizational or conduct of its business requires governing documents as may be applicable), each as amended to date (together, the “Subsidiary Governance Documents”), and each such qualification or license, except where any failures to be so qualified or licensed instrument is in full force and in good standing do not constitute a Material Adverse Effecteffect. GFI has delivered or made available to Parent true, correct and complete copies None of the Constituent Documents of each GFI Subsidiary, as amended and in effect on the date of this Agreement. (b) GFI is, directly or indirectly, the record and Beneficial Owner of all of the outstanding Securities of each GFI Subsidiary, free and clear of any Liens and free of any other limitation or restriction (including any limitation or restriction on the right to vote, sell, transfer or otherwise dispose of the Securities), other than, in each case, any limitation or restriction imposed by any federal, state or foreign securities Laws. All of such Securities have been duly authorized, validly issued, fully paid and, where applicable, are non-assessable (and no such Securities have been issued Company’s Subsidiaries is in violation of any preemptive or similar rights). Except for the Securities provisions of the GFI Subsidiaries, GFI does not own, directly or indirectly, any Securities in any entityits respective Subsidiary Governance Document.

Subsidiaries. (ai) Section 2.2(a) of the GFI The MPX Disclosure Letter sets forth a complete and accurate list as of the date of this Agreement of all Persons in which MPX owns or controls, directly or indirectly, any material equity or proprietary interest indicating (iA) the jurisdiction of incorporation, organization or formation of such Person, (B) its name and (C) the percentage owned directly or indirectly by MPX and the percentage owned, and the identity of, each Subsidiary other registered holder of GFI (individually, a “GFI Subsidiary” capital stock or other equity interests if other than MPX and collectively, the “GFI its Subsidiaries”), . (ii) the number Each Subsidiary of authorized, allotted, issued and outstanding Securities of each GFI Subsidiary, MPX: (iiiA) each GFI Subsidiary’s jurisdiction of incorporation or organization and (iv) the location of each GFI Subsidiary’s principal executive offices. Each GFI Subsidiary is a corporation or company limited by shares duly incorporated or a corporation, trust, limited liability companycompany or partnership, partnership or other entity as the case may be, duly organized and is organized, validly existing and, to the extent such concept or a similar concept exists in the relevant jurisdiction, and in good standing under the laws Laws of the jurisdiction of its incorporation incorporation, organization or organizationformation, as the case may be, and no steps or proceedings have been taken by any Person, voluntary or otherwise, requiring or authorizing the dissolution or winding up of the Subsidiaries of MPX, (B) has all requisite corporate corporate, trust, limited liability or other partnership power and authority, as the case may be, to own, lease and operate its properties and assets and to carry on conduct its business as now owned and conducted in all material respects as currently conducted. Each GFI Subsidiary each jurisdiction in which the conduct of its business or the ownership, leasing or operation of its property and assets requires such qualification, and (C) is qualified duly qualified, licensed or licensed registered to do conduct business and is in good standing in each jurisdiction where the ownership, leasing in which its assets are located or operation of its properties or assets or conduct of its business requires such qualification or licenseit conducts business, except where any failures the failure to be so qualified organized, validly existing, qualified, licensed, registered or licensed and in good standing do standing, or to have such power or authority, would not constitute reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. GFI has delivered or made available Effect with respect to Parent true, correct and complete copies of the Constituent Documents of each GFI Subsidiary, as amended and in effect on the date of this AgreementMPX Group. (biii) GFI isMPX owns, directly or indirectly, the record and Beneficial Owner of all of the issued and outstanding Securities shares or other equity interests of each GFI Subsidiaryof the Subsidiaries, free and clear of any Liens Encumbrances (other than MPX Permitted Encumbrances) and free of any all such shares and other limitation equity interests so owned directly or restriction (including any limitation or restriction on the right to vote, sell, transfer or otherwise dispose of the Securities), other than, in each case, any limitation or restriction imposed indirectly by any federal, state or foreign securities Laws. All of such Securities MPX have been duly authorized, authorized and validly issued, as fully paid and, where applicable, are and non-assessable (and no such Securities have been issued in violation material compliance with all applicable Laws and no Person has any agreement, option, right or privilege (whether pre-emptive or contractual) capable of becoming an agreement, for the purchase from MPX or any of the Subsidiaries of MPX of any preemptive or similar rights). Except for the Securities interest in any of the GFI shares in the capital of the Subsidiaries of MPX. Neither MPX nor MPX’s Subsidiaries, GFI does not ownbeneficially or of record, directly or indirectly, owns any Securities equity interest of any kind in any entityother Person.

Subsidiaries. (a) Section 2.2(a) Schedule 4.4 correctly sets forth the names, the form of legal entity, the jurisdictions of organization of all Subsidiaries of Borrower as of the GFI Disclosure Letter sets forth (i) Closing Date and the identification by Borrower of each Consolidated Subsidiary, Significant Subsidiary, Guarantor Subsidiary, Foreign Subsidiary and Financial Subsidiary of GFI (individually, a “GFI Subsidiary” and collectively, the “GFI Subsidiaries”), (ii) the number of authorized, allotted, issued and outstanding Securities of each GFI Subsidiary, (iii) each GFI Subsidiary’s jurisdiction of incorporation or organization and (iv) the location of each GFI Subsidiary’s principal executive offices. Each GFI Subsidiary is a corporation or company limited by shares duly incorporated or a limited liability company, partnership or other entity duly organized and is validly existing and, to the extent such concept or a similar concept exists in the relevant jurisdictionBorrower, in good standing under the laws each case as of the jurisdiction Closing Date. As of its incorporation the Closing Date, unless otherwise indicated in Schedule 4.4, all of the outstanding shares of capital stock, or organizationall of the units of equity interest, as the case may be, and has all requisite corporate or other power and authority, as the case may be, to own, lease and operate its properties and assets and to carry on its business in all material respects as currently conducted. Each GFI Subsidiary is qualified or licensed to do business and is in good standing in each jurisdiction where the ownership, leasing or operation of its properties or assets or conduct of its business requires such qualification or license, except where any failures to be so qualified or licensed and in good standing do not constitute a Material Adverse Effect. GFI has delivered or made available to Parent true, correct and complete copies of the Constituent Documents of each GFI Subsidiary, as amended and in effect on the date Subsidiary indicated thereon are owned of this Agreement. (b) GFI is, directly or indirectly, the record and Beneficial Owner of all of the outstanding Securities of each GFI Subsidiary, free and clear of any Liens and free of any other limitation beneficially by Borrower or restriction (including any limitation or restriction on the right to vote, sell, transfer or otherwise dispose of the Securities), other than, in each case, any limitation or restriction imposed by any federal, state or foreign securities Laws. All one of such Securities have been Subsidiaries, and all such shares or equity interests so owned were issued in compliance with all state and federal securities Laws and are duly authorized, validly issued, fully paid and, where applicable, are and non-assessable (other than with respect to required capital contributions to any joint venture in accordance with customary terms and no provisions of the related joint venture agreement), except where the failure to so comply would not constitute a Material Adverse Effect, and are free and clear of all Liens and Rights of Others, except for Permitted Encumbrances and Permitted Rights of Others. (b) Each Guarantor Subsidiary is duly organized, validly existing and in good standing under the Laws of its jurisdiction of organization, is duly qualified to do business as a foreign organization and is in good standing as such Securities have been issued in violation each jurisdiction in which the conduct of its business or the ownership or leasing of its Properties makes such qualification necessary (except where the failure to be so duly qualified and in good standing does not constitute a Material Adverse Effect) and has all requisite power and authority to conduct its business, to own and lease its Properties and to execute, deliver and perform the Loan Documents to which it is a Party. (c) Each Guarantor Subsidiary is in substantial compliance with all Laws and other requirements applicable to its business and has obtained all Authorizations from, and each such Significant Subsidiary has accomplished all filings, registrations, and qualifications with, or obtained exemptions from any preemptive or similar rights). Except of the foregoing from, any Governmental Agency that are necessary for the Securities transaction of its business, except where the GFI Subsidiariesfailure so to obtain Authorizations, GFI or to comply with, file, register, qualify or obtain exemptions does not own, directly or indirectly, any Securities in any entityconstitute a Material Adverse Effect.

Subsidiaries. (a) Section 2.2(a) of the GFI Disclosure Letter sets forth (i) each Each Subsidiary of GFI ▇▇▇▇▇▇ that will become a Subsidiary of NAM after giving effect to the Reorganization (individuallysuch Subsidiaries of ▇▇▇▇▇▇ are collectively referred to herein as the “NAM Business Subsidiaries” and, each, a “GFI NAM Business Subsidiary” and collectively, the “GFI Subsidiaries”), (ii) the number of authorized, allotted, issued and outstanding Securities of each GFI Subsidiary, (iii) each GFI Subsidiary’s jurisdiction of incorporation or organization and (iv) the location of each GFI Subsidiary’s principal executive offices. Each GFI Subsidiary is a corporation or company limited by shares duly incorporated or corporation, a limited liability company, partnership company or other legal entity duly organized and is organized, validly existing and, to the extent such concept or a similar concept exists in the relevant jurisdiction, in good standing under the laws of the its jurisdiction of its incorporation or organization, as has the case may be, and has all requisite corporate or other entity power and authority, as the case may be, authority to own, operate and lease and operate its properties and assets and to carry on its business in all material respects as currently it is now being conducted. Each GFI Subsidiary , and is duly qualified or licensed to do business and is in good standing (where applicable) in each jurisdiction where in which the ownership, leasing operation or operation lease of its properties property or assets or the conduct of its business requires such qualification or licensequalification, except where any failures for jurisdictions in which such failure to be so qualified or licensed and in good standing do standing, individually or in the aggregate, has not constitute had and is not reasonably likely to have a NAM Material Adverse Effect. GFI has delivered or made available to Parent true, correct and complete copies As of the Constituent Documents of each GFI Subsidiary, as amended and in effect on the date of this Agreement. (b) GFI is, directly or indirectly, the record and Beneficial Owner of all of the outstanding Securities shares of capital stock of, or other ownership interests in, each GFI Subsidiary, free and clear of any Liens and free of any other limitation or restriction (including any limitation or restriction on the right to vote, sell, transfer or otherwise dispose of the Securities), other than, in each case, any limitation or restriction imposed by any federal, state or foreign securities Laws. All of such Securities have been NAM Business Subsidiaries are duly authorized, validly issued, fully paid and nonassessable (except as such nonassessability may be affected by Applicable Law), and, where applicableafter giving effect to the Reorganization, are non-assessable (owned, directly or indirectly, by NAM free and no such Securities have been issued in violation clear of any preemptive or similar rights)all Liens other than Permitted Liens. Except for the Securities As of the GFI date of this Agreement, NAM does not have any Subsidiaries. (b) After giving effect to the Reorganization, GFI does Section 6.04(b) of the NAM Disclosure Letter sets forth a list of all of the Subsidiaries of NAM and NAM’s respective (direct or indirect) ownership interest in each such Subsidiary. The Subsidiaries set forth on Section 6.04(b) of the NAM Disclosure Letter, together with NAM, represent all of the Persons necessary to conduct the NAM Business as historically conducted and proposed to be conducted in the United States. After giving effect to the Reorganization, except for its interests in the Subsidiaries set forth on Section 6.04(b) of the NAM Disclosure Letter or in any Subsidiaries created or acquired as permitted by Section 8.01, as of the Effective Time, NAM will not own, directly or indirectly, any Securities in capital stock of, or other equity or voting interest in, any entityPerson. (c) True, complete and correct copies of the articles or certificate of incorporation and bylaws (or similar organizational documents) of each of the NAM Business Subsidiaries have been furnished or made available to ▇▇▇▇▇▇ on or prior to the date hereof.

Subsidiaries. (a) Section 2.2(a) of the GFI Disclosure Letter sets forth (i) Disclosure Schedule 3.1(b)(i) lists each Subsidiary of GFI (individually, a “GFI Subsidiary” Company and collectively, the “GFI Subsidiaries”), (iiowner(s) the number of authorized, allotted, issued and outstanding Securities percentage ownership of each GFI SubsidiarySubsidiary disclosed thereon. Each Subsidiary of Company is a corporation duly incorporated or an entity duly organized, (iii) each GFI Subsidiary’s and is validly existing and in good standing, under the laws of its jurisdiction of incorporation or organization and (iv) the location of each GFI Subsidiary’s principal executive offices. Each GFI Subsidiary is a corporation or company limited by shares duly incorporated or a limited liability company, partnership or other entity duly organized and is validly existing and, to the extent such concept or a similar concept exists in the relevant jurisdiction, in good standing under the laws of the jurisdiction of its incorporation or organization, as the case may be, and has all requisite corporate or other power powers and authorityauthority and all material licenses, as the case may beauthorizations, to own, lease consents and operate its properties and assets and approvals required by each Governmental Authority to carry on its business in all material respects as currently conducted. Each GFI Subsidiary now conducted and is duly qualified or licensed to do business as a foreign corporation and is in good standing in each jurisdiction where the ownership, leasing character of the property owned or operation leased by it or the nature of its properties or assets or conduct of its business requires activities makes such qualification necessary. True and correct copies of the Certificate of Incorporation and the Bylaws of each Subsidiary of Company, each as amended to the date hereof, have been delivered to Parent. (ii) Company conducts its insurance operations through certain of the Subsidiaries listed and identified as such on Disclosure Schedule 3.1(b)(ii)(A) (collectively, the “Company Insurance Subsidiaries”). Each of the Company Insurance Subsidiaries is, where required, (A) duly licensed or licenseauthorized as an insurance company in its jurisdiction of incorporation, except (B) duly licensed or authorized as an insurance company in each other jurisdiction where any failures it is required to be so qualified licensed, authorized or licensed eligible, and (C) duly authorized or eligible in good standing do not constitute a Material Adverse Effectits jurisdiction of incorporation and each other applicable jurisdiction to write each line of business reported as being written in the Company Statutory Financial Statements. GFI Company has delivered or made available to Parent true, correct and complete copies all required filings under applicable insurance holding company statutes. Company conducts its lender services operations through certain of the Constituent Documents Subsidiaries listed and identified as such on Disclosure Schedule 3.1(b)(ii)(B) (collectively, the “Company Lender Services Subsidiaries”). Each of the Company Lender Services Subsidiaries is, where required, (i) duly licensed or authorized to provide its services in its jurisdiction of incorporation and (ii) duly licensed or authorized to provide its services in each GFI other jurisdiction where it is required to be so licensed, authorized or eligible. Company has made all required filings under applicable statutes that concern the lender services provided by each Company Lender Services Subsidiary, as amended and in effect on the date of this Agreement. (biii) GFI isAll of the outstanding shares of capital stock of, or other ownership interest in, each Subsidiary of Company has been validly issued and is fully paid and nonassessable. All of the outstanding capital stock of, or other ownership interest, which is owned, directly or indirectly, the record and Beneficial Owner by Company, in each of all of the outstanding Securities of each GFI Subsidiary, its Subsidiaries is owned free and clear of any Liens lien and free of any other limitation or restriction (including any limitation or restriction on the right to vote, sell, transfer sell or otherwise dispose of the Securitiessuch capital stock or other ownership interests). There are no outstanding (A) securities of Company or any of its Subsidiaries convertible into or exchangeable or exercisable for shares of capital stock or other voting securities or ownership interests in any of its Subsidiaries, (B) options, warrants or other thanrights to acquire from Company or any of its Subsidiaries, in each caseand no other obligation of Company or any of its Subsidiaries to issue, any limitation capital stock, voting securities or restriction imposed other ownership interests in, or any securities convertible into or exchangeable or exercisable for any capital stock, voting securities or ownership interests in, any of its Subsidiaries or (C) obligations of Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any outstanding securities of any of its Subsidiaries or any capital stock of, or other ownership interests in, any of its Subsidiaries. (iv) The minute books of each Subsidiary of Company contain complete and accurate records in all material respects of all meetings and other corporate actions held or taken by any federal, state or foreign securities Lawstheir respective shareholders and Boards of Directors (including all committees thereof). All True and correct copies of such Securities the minute books of each Subsidiary of Company have been duly authorized, validly issued, fully paid and, where applicable, are non-assessable (and no such Securities have been issued in violation of any preemptive or similar rights). Except for the Securities of the GFI Subsidiaries, GFI does not own, directly or indirectly, any Securities in any entitydelivered to Parent.

Subsidiaries. Schedule 7.14 sets forth a true and completed list of all Subsidiaries as of the ClosingAmendment No. 3 Effective Date (as updated from time to time pursuant to Section 8.01(d)) and includes a designation as to whether such Subsidiary is a Guarantor. (a) Section 2.2(a) of the GFI Disclosure Letter sets forth Except as could not reasonably be expected to have a Material Adverse Effect, (i) each Subsidiary all leases and agreements necessary for the conduct of GFI (individuallythe business of the Company and the Subsidiaries are valid and subsisting, a “GFI Subsidiary” in full force and collectivelyeffect, the “GFI Subsidiaries”), and (ii) there exists no default or event or circumstance which with the number giving of authorizednotice or the passage of time or both would give rise to a default under any such leases or agreements. (b) The rights and Properties presently owned, allottedleased or licensed by the Company and the Subsidiaries including, issued without limitation, all easements and outstanding Securities rights of each GFI Subsidiaryway, (iii) each GFI Subsidiary’s jurisdiction of incorporation or organization include all rights and (iv) Properties necessary to permit the location of each GFI Subsidiary’s principal executive offices. Each GFI Subsidiary is a corporation or company limited by shares duly incorporated or a limited liability company, partnership or other entity duly organized Company and is validly existing and, the Subsidiaries to the extent such concept or a similar concept exists in the relevant jurisdiction, in good standing under the laws of the jurisdiction of its incorporation or organization, as the case may be, and has all requisite corporate or other power and authority, as the case may be, to own, lease and operate its properties and assets and to carry on its conduct their business in all material respects in the same manner as currently conducted. Each GFI its business has been conducted prior to the date hereof, except to the extent that the failure to include any such rights could not reasonably be expected to result in a Material Adverse Effect. (c) All of the Properties of the Company and the Subsidiaries which are reasonably necessary for the operation of their businesses are in good working condition and are maintained in accordance with prudent business standards, except for any such failure to maintain such Properties, individually or in the aggregate, that could not reasonably be expected to result in a Material Adverse Effect. (d) The Company and each Subsidiary owns, or is qualified or licensed to do business use, all trademarks, tradenames, copyrights, patents and is in good standing in each jurisdiction where other intellectual Property material to its business, and the ownership, leasing or operation use thereof by the Company and such Subsidiary does not infringe upon the rights of its properties or assets or conduct of its business requires such qualification or licenseany other Person, except where for any failures such infringements that, individually or in the aggregate, could not reasonably be expected to be so qualified or licensed and result in good standing do not constitute a Material Adverse Effect. GFI has delivered The Company and its Subsidiaries either own or made available have valid licenses or other rights to Parent trueuse all databases, correct geological data, geophysical data, engineering data, seismic data, maps, interpretations and complete copies other technical information used in their businesses as presently conducted, subject to the limitations contained in the agreements governing the use of the Constituent Documents of each GFI Subsidiarysame, as amended and which limitations are customary for companies engaged in effect on the date of this Agreement. (b) GFI is, directly or indirectly, the record and Beneficial Owner of all business of the outstanding Securities exploration and production of each GFI SubsidiaryHydrocarbons, free and clear of any Liens and free of any other limitation or restriction (including any limitation or restriction on the right with such exceptions as could not reasonably be expected to vote, sell, transfer or otherwise dispose of the Securities), other than, in each case, any limitation or restriction imposed by any federal, state or foreign securities Laws. All of such Securities have been duly authorized, validly issued, fully paid and, where applicable, are non-assessable (and no such Securities have been issued in violation of any preemptive or similar rights). Except for the Securities of the GFI Subsidiaries, GFI does not own, directly or indirectly, any Securities in any entitya Material Adverse Effect.

Subsidiaries. (a) Section 2.2(a) of the GFI Disclosure Letter sets forth (i) each Subsidiary of GFI (individually, a “GFI Subsidiary” and collectively, the “GFI Subsidiaries”), (ii) the number of authorized, allotted, issued and outstanding Securities of each GFI Subsidiary, (iii) each GFI Subsidiary’s jurisdiction of incorporation or organization and (iv) the location of each GFI Subsidiary’s principal executive offices. Each GFI Subsidiary is a corporation or company limited by shares duly incorporated or a limited liability companyorganized, partnership or other entity duly organized and is validly existing and, and in good standing (to the extent such concept or a similar concept exists in the relevant jurisdiction, in good standing applicable) under the laws Laws of the jurisdiction of its incorporation or organization, as the case may be, and has all the requisite corporate or other organizational power and authority, as the case may be, authority and all necessary authorizations from Governmental Authorities to (i) own, lease and operate its properties properties, (ii) perform its obligations under all Contracts to which it is a party, and assets and to (iii) carry on its business in all material respects as currently it now being conducted. Each GFI Subsidiary is qualified or licensed to do business and is in good standing in each jurisdiction where the ownership, leasing or operation of its properties or assets or conduct of its business requires such qualification or license, except where any for such failures to be so qualified or licensed and in good standing do that, individually or in the aggregate, would not constitute reasonably be expected to have a Property Material Adverse Effect. GFI has delivered Each Subsidiary is duly qualified or made available licensed to Parent truedo business, correct and complete copies of the Constituent Documents of each GFI Subsidiary, as amended and is in effect on the date of this Agreement. (b) GFI is, directly or indirectly, the record and Beneficial Owner of all of the outstanding Securities of each GFI Subsidiary, free and clear of any Liens and free of any other limitation or restriction (including any limitation or restriction on the right to vote, sell, transfer or otherwise dispose of the Securities), other thangood standing, in each casejurisdiction where the character of the properties owned, any limitation operated or restriction imposed leased by any federalit or the nature of its business makes such qualification, state licensing or foreign securities Lawsgood standing necessary, except for such failures to be so qualified, licensed or in good standing that, individually or in the aggregate, would not reasonably be expected to have a Property Material Adverse Effect. All Section 4.2 of such Securities have been duly authorizedthe Paladin Disclosure Schedule sets forth the name and ownership structure of each of the Subsidiaries, validly issued, fully paid and, where applicable, are non-assessable including the percent ownership of each party owning an interest in each JV Subsidiary and a detailed summary of the cumulative unpaid preferred return and unrecovered contribution account as of the end of the most recent month prior to the date hereof for each party owning an interest in each JV Subsidiary (and no such Securities have been issued in violation of any preemptive or similar rightsthe “JV Preferred Return”). Except for Prior to the Securities 15th of each month following the date hereof until the Closing Date, Paladin shall provide Parent with an updated Section 4.2 of the GFI SubsidiariesPaladin Disclosure Schedule setting forth the JV Preferred Return as of the preceding month. Except as set forth on Section 4.2 of the Paladin Disclosure Schedule, GFI does not ownnone of the Subsidiaries owns, directly or indirectly, any Securities capital stock, membership interest, partnership interest, joint venture interest or other Equity Interest in any entityother Person.

Subsidiaries. The name and state of incorporation of each significant subsidiary (aas defined in Paragraph 8.6(i) Section 2.2(ahereof) of the GFI Disclosure Letter sets forth National City (i) each Subsidiary of GFI (individually, a “GFI Subsidiary” and collectively, the “GFI "Significant Subsidiaries”), (ii") is set forth in the number of authorized, allotted, issued and outstanding Securities of each GFI Subsidiary, (iii) each GFI Subsidiary’s jurisdiction of incorporation or organization and (iv) the location of each GFI Subsidiary’s principal executive officesNational City Disclosure Letter. Each GFI Subsidiary of the Significant Subsidiaries is a corporation or company limited by shares duly incorporated bank or a limited liability companycorporation duly organized, partnership or other entity duly organized and is validly existing and, to the extent such concept or a similar concept exists in the relevant jurisdiction, and in good standing under the laws of the its respective jurisdiction of its incorporation or organizationorganization and is duly qualified to do business as a foreign corporation in each jurisdiction in which its ownership or lease of property or the nature of the business conducted by it makes such qualification necessary, as except for such jurisdictions in which the case may be, and failure to be so qualified would not have a Material Adverse Effect. Each of the Significant Subsidiaries has all the requisite corporate or other power and authority, as the case may be, authority to own, lease and operate its properties and assets and to carry on its business in all material respects businesses as currently they are now being conducted. Each GFI Subsidiary is qualified or licensed to do business and is Except as set forth in good standing in the National City Disclosure Letter, all outstanding shares of capital stock of each jurisdiction where the ownership, leasing or operation of its properties or assets or conduct of its business requires such qualification or license, except where any failures to be so qualified or licensed and in good standing do not constitute a Material Adverse Effect. GFI has delivered or made available to Parent true, correct and complete copies of the Constituent Documents Significant Subsidiaries are owned by National City or another of each GFI Subsidiary, as amended National City's subsidiaries and in effect on the date of this Agreement. (b) GFI is, directly or indirectly, the record and Beneficial Owner of all of the outstanding Securities of each GFI Subsidiary, free and clear of any Liens and free of any other limitation or restriction (including any limitation or restriction on the right to vote, sell, transfer or otherwise dispose of the Securities), other than, in each case, any limitation or restriction imposed by any federal, state or foreign securities Laws. All of such Securities have been duly authorized, are validly issued, fully paid and, where applicableand (except pursuant to 12 USC Section 55 in the case of each national bank subsidiary and applicable state law in the case of each state bank subsidiary) nonassessable, are non-assessable (not subject to preemptive rights and are owned free and clear of all liens, claims and encumbrances. There are no such Securities have been issued in violation outstanding subscriptions, options, warrants, rights, convertible securities or any other agreements or commitments of any preemptive character relating to the issued or similar rights). Except for the Securities unissued capital stock or other securities of any Significant Subsidiary obligating any of the GFI SubsidiariesSignificant Subsidiaries to issue, GFI does not owndeliver or sell, directly or indirectlycause to be issued, delivered or sold additional shares of its capital stock or obligating any Securities in of the Significant Subsidiaries to grant, extend or enter into any entitysubscription, option, warrant, right, convertible security or other similar agreement or commitment.

Subsidiaries. (a) Section 2.2(aAssuming the accuracy and completeness of Sections 3.2 and 3.3(c) of the GFI Unit Purchase Agreement Disclosure Letter Schedule and assuming the accuracy and completeness of the representations and warranties set forth in Sections 3.1, 3.2 and 3.3 of the Unit Purchase Agreement, Section 4.04(a) of the Disclosure Schedule sets forth (i) each Subsidiary of GFI (individuallythe Company, a “GFI list of the number and type of equity securities held by the Company or DivX LLC in each Subsidiary” and collectively, the “GFI percentage of all outstanding equity interests for such Subsidiary represented by the securities held by the Company or DivX LLC and a summary of all outstanding options or similar arrangements to acquire equity securities of such Subsidiaries”). Assuming the accuracy and completeness of the representations and warranties set forth in Sections 3.1 and 3.2 of the Unit Purchase Agreement, (ii) the number of authorized, allotted, issued and outstanding Securities of each GFI Subsidiary, (iii) each GFI Subsidiary’s jurisdiction of incorporation or organization and (iv) the location of each GFI Subsidiary’s principal executive offices. Each GFI such Subsidiary is a corporation or company limited by shares duly incorporated or a limited liability company, partnership or other an entity duly organized and is formed or organized, validly existing and, to the extent such concept or a similar concept exists in the relevant jurisdiction, and in good standing under and by virtue of the laws Laws of the jurisdiction of its incorporation formation or organizationorganization set forth by its name on Section 4.04(a) of the Disclosure Schedule. Assuming the accuracy and completeness of the representations and warranties set forth in Sections 3.1 and 3.2 of the Unit Purchase Agreement, as the case may be, and each Subsidiary has all requisite corporate corporate, limited liability or other similar power and authority, as the case may be, authority to own, lease own and operate its properties and assets and to carry on its business in all material respects as currently presently conducted. Each GFI Since April 1, 2014, no Subsidiary is has qualified or licensed to do business as a foreign entity in any jurisdiction, except as set forth by its name on Section 4.04(a) of the Disclosure Schedule, and, assuming the accuracy and completeness of the representations and warranties set forth in Sections 3.1 and 3.2 of the Unit Purchase Agreement, there is no other jurisdiction in good standing in each jurisdiction where which the ownership, leasing character of the property owned or operation leased by any Subsidiary or the nature of its properties or assets or conduct activities make qualification of its business requires such qualification or licenseSubsidiary in any such jurisdiction necessary, except where any failures the failure to be so qualified or licensed and in good standing do would not constitute reasonably be expected to have a Company Material Adverse Effect. GFI Since April 1, 2014, no Subsidiary has delivered taken any action, adopted any plan, or made available to Parent trueany agreement or commitment in respect of any merger, correct and complete copies consolidation, sale of the Constituent Documents all or substantially all of each GFI Subsidiaryits assets, as amended and in effect on the date of this Agreementreorganization, recapitalization, dissolution or liquidation. (b) GFI is, directly or indirectly, the record and Beneficial Owner of all Except as set forth on Section 3.3(c) of the Unit Purchase Agreement Disclosure Schedule and assuming the accuracy and completeness thereof and assuming the accuracy and completeness of the representations and warranties set forth in Sections 3.1, 3.2 and 3.3 of the Unit Purchase Agreement, there are no options, warrants, calls, rights, commitments, conversion privileges or preemptive or other rights or Contracts outstanding Securities of each GFI Subsidiary, free and clear to purchase or otherwise acquire any interest of any Liens and free Subsidiary or any securities or debt convertible into or exchangeable for interest of any Subsidiary or obligating any Subsidiary to grant, extend or enter into any such option, warrant, call, right, commitment, conversion privilege or preemptive or other limitation right or restriction (including any limitation or restriction on Contract. Assuming the right to vote, sell, transfer or otherwise dispose accuracy and completeness of the Securities)representations and warranties set forth in Section 3.3 of the Unit Purchase Agreement, there are no voting agreements, rights of first refusal, preemptive rights, co-sale rights or other than, in each case, any limitation or restriction imposed by any federal, state or foreign securities Laws. All restrictions applicable to the voting of such Securities have been duly authorized, validly issued, fully paid and, where applicable, are non-assessable (and no such Securities have been issued in violation shares of capital stock of any preemptive or similar rights). Except for the Securities of the GFI Subsidiaries, GFI does not own, directly or indirectly, any Securities in any entitysuch Subsidiary.

Subsidiaries. The Company has no “subsidiaries” (aas such term is defined in Rule 1-02 of Regulation S-X promulgated under the Securities Act) Section 2.2(a) of the GFI Disclosure Letter sets forth (i) each Subsidiary of GFI (individuallyother than Anworth Properties, Inc., a Maryland corporation, and Anworth Properties Services, Inc., a Delaware corporation (each a “GFI Subsidiary” and and, collectively, the “GFI Subsidiaries”), (ii) the number of authorized, allotted, issued and outstanding Securities of each GFI Subsidiary, (iii) each GFI Subsidiary’s jurisdiction of incorporation or organization and (iv) the location of each GFI Subsidiary’s principal executive offices. Each GFI Subsidiary is a corporation or company limited by shares has been duly incorporated or a limited liability company, partnership or other entity duly organized and is validly existing and, to the extent such concept or a similar concept exists in the relevant jurisdiction, in good standing under the laws of the jurisdiction state of its incorporation or organizationjurisdiction, as the case may be, and has all requisite corporate or other power and authority, as the case may be, to own, lease and operate its properties and assets and to carry on its business in all material respects as currently conducted. Each GFI Subsidiary is duly qualified or licensed to do business and is in good standing in each jurisdiction where the ownershipjurisdiction, leasing in which its ownership or operation lease of its properties property or assets or the conduct of its business requires such qualification or licensequalification, except where any failures the failure to be so qualified or licensed and in good standing do qualify would not constitute have a Material Adverse Effect, and has full power and authority necessary to own, hold, lease and/or operate its assets and properties, to conduct the business in which it is engaged and as described in the Registration Statement and the Prospectus. GFI has delivered or made available to Parent trueExcept as would not have a Material Adverse Effect, correct and complete copies each of the Constituent Documents of each GFI SubsidiarySubsidiaries is in compliance in all material respects with the laws, as amended orders, rules, regulations and in effect on directives applicable to it. Other than the date of this Agreement. (b) GFI is, directly or indirectlySubsidiaries, the record and Beneficial Owner of all of the outstanding Securities of each GFI Subsidiary, free and clear of any Liens and free of any other limitation or restriction (including any limitation or restriction on the right to vote, sell, transfer or otherwise dispose of the Securities), other than, in each case, any limitation or restriction imposed by any federal, state or foreign securities Laws. All of such Securities have been duly authorized, validly issued, fully paid and, where applicable, are non-assessable (and no such Securities have been issued in violation of any preemptive or similar rights). Except for the Securities of the GFI Subsidiaries, GFI Company does not own, directly or indirectly, any Securities shares of stock or any other equity or long-term debt securities of any corporation or have any equity interest in any firm, partnership, joint venture, association or other entity. All of the outstanding equity of each of the Subsidiaries have been duly authorized and validly issued, are fully paid and non-assessable, and are wholly owned by the Company, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or other equity or adverse claims. The Company directly owns 100% of each subsidiary. No options, warrants or other rights to purchase, agreements or other obligations to issue or other rights to convert any obligation into shares of capital stock or ownership interests in the Subsidiaries are outstanding. None of the Subsidiaries, individually or in the aggregate, own any assets individually or in the aggregate, that are material to the Company. None of the Subsidiaries, individually or in the aggregate, have incurred any liabilities, individually or in the aggregate that are material to the Company.

Subsidiaries. (a) Section 2.2(a) Each Subsidiary of the GFI Disclosure Letter sets forth (i) each Subsidiary of GFI (individually, a “GFI Subsidiary” and collectively, the “GFI Subsidiaries”), (ii) the number of authorized, allotted, issued and outstanding Securities of each GFI Subsidiary, (iii) each GFI Subsidiary’s jurisdiction of incorporation or organization and (iv) the location of each GFI Subsidiary’s principal executive offices. Each GFI Subsidiary Company is a corporation or company limited by shares duly incorporated or a limited liability company, partnership or other an entity duly organized organized, and is validly existing and, to the extent such concept or a similar concept exists in the relevant jurisdiction, and in good standing under the laws of the its jurisdiction of its incorporation or organization, as . Each Subsidiary of the case may be, and Company (a) has all requisite corporate or other power powers and authorityauthority and all governmental licenses, as the case may beauthorizations, consents and approvals required to own, lease and operate its properties and assets and to carry on its business in all material respects as currently conducted. Each GFI Subsidiary now conducted and (b) is duly qualified or licensed to do business as a foreign corporation and is in good standing in each jurisdiction where the ownershipcharacter of the property owned, leasing leased or operation operated by it or the nature of its properties or assets or conduct of its business requires activities makes such qualification or licenselicense necessary, except where any failures the failure to have such power or authority, or the failure to be so qualified or licensed and would not reasonably be expected to have, individually or in good standing do not constitute the aggregate, a Material Adverse Effect. GFI has delivered or made available to Parent true, correct and complete copies of the Constituent Documents of each GFI Subsidiary, as amended and in effect Effect on the date Company. The Company is not subject to any material obligation or requirement to provide funds to or make any investment (in the form of this Agreement. (ba loan, capital contribution or otherwise) GFI isin any Subsidiary. The Company owns, directly or indirectly, the record and Beneficial Owner of all each of the outstanding Securities shares of capital stock (or other ownership interests having by their terms ordinary voting power to elect a majority of directors or others performing similar functions with respect to such Subsidiary) of each GFI Subsidiary, free and clear of any Liens and free of any other limitation or restriction (including any limitation or restriction on the right to vote, sell, transfer or otherwise dispose of the Securities), other than, in Company’s Subsidiaries. Each of the outstanding shares of capital stock of each case, any limitation or restriction imposed by any federal, state or foreign securities Laws. All of such Securities have been the Company’s Subsidiaries is duly authorized, validly issued, fully paid and, where applicable, are non-assessable (and no such Securities have been issued in violation of any preemptive or similar rights). Except for the Securities of the GFI Subsidiaries, GFI does not ownnonassessable and is owned, directly or indirectly, by the Company free and clear of all Liens. There are no outstanding subscriptions, options, warrants, puts, calls, agreements, understandings, claims or other commitments or rights of any Securities type relating to the issuance, sale, purchase, repurchase or transfer of any securities of any of the Company’s Subsidiaries, nor are there outstanding any securities that are convertible into or exchangeable for any shares of capital stock of any of the Company’s Subsidiaries, and neither the Company nor any of its Subsidiaries has any obligation of any kind to issue any additional securities of any of the Company’s Subsidiaries. Except for interests in the Subsidiaries, neither the Company nor any of its Subsidiaries has any ownership interest in any entity.

Subsidiaries. (a) Section 2.2(a) of the GFI Disclosure Letter sets forth (i) each Each Subsidiary of GFI (individuallyMaverick is duly organized, a “GFI Subsidiary” and collectively, the “GFI Subsidiaries”), (ii) the number of authorized, allotted, issued and outstanding Securities of each GFI Subsidiary, (iii) each GFI Subsidiary’s jurisdiction of incorporation or organization and (iv) the location of each GFI Subsidiary’s principal executive offices. Each GFI Subsidiary is a corporation or company limited by shares duly incorporated or a limited liability company, partnership or other entity duly organized and is validly existing and, to the extent such concept or a similar concept exists in the relevant jurisdiction, and in good standing under the laws Laws of the its jurisdiction of its incorporation or organization, as the case may be, and has all requisite corporate or other power powers and authorityall governmental licenses, as the case may bepermits, to ownauthorizations, lease consents and operate its properties and assets and approvals required to carry on its business as now conducted, except for those the absence of which would not, individually or in all material respects as currently conductedthe aggregate, be reasonably likely to have a Maverick Material Adverse Effect. For purposes of this Agreement, the term “Subsidiary,” when used with respect to any Person, means any other Person, whether incorporated or unincorporated, of which (i) more than fifty percent of the voting securities or other ownership interests is owned by such Person or one or more of its Subsidiaries, (ii) such Person or one or more of its Subsidiaries is a general partner or holds a majority of the voting interests of a partnership or (iii) securities or other interests having by their terms ordinary voting power to elect more than fifty percent of the board of directors or others performing similar functions with respect to such corporation or other organization, are directly owned or controlled by such Person or by any one or more of its Subsidiaries. Each GFI Subsidiary of Maverick is duly qualified or licensed to do business and is in good standing in each jurisdiction where in which the ownership, leasing character of the property owned or operation leased by it or the nature of its properties or assets or conduct of its business requires activities makes such qualification or licensenecessary, except for those jurisdictions where any failures failure to be so qualified would not, individually or licensed and in good standing do not constitute the aggregate, be reasonably likely to have a Maverick Material Adverse Effect. GFI has delivered or made available to Parent trueAll “significant subsidiaries” (as such item is defined in Section 1-102 of Regulation S-X under the Exchange Act) of Maverick as of December 31, correct 2024 (collectively, the “Maverick Significant Subsidiaries”) and complete copies their respective jurisdictions of organization are identified in Section 3.6(a) of the Constituent Documents of each GFI Subsidiary, as amended and in effect on the date of this AgreementMaverick Disclosure Schedules. (b) GFI isAll of the outstanding capital stock of, or other ownership interests in, each Maverick Significant Subsidiary is wholly-owned by Maverick, directly or indirectly, the record and Beneficial Owner of all of the outstanding Securities of each GFI Subsidiary, free and clear of any material Lien (other than Liens arising under securities Laws) and free of any other material limitation or restriction (including any limitation or restriction on the right to vote, sell, transfer sell or otherwise dispose of such capital stock or other ownership interests). There are no outstanding (i) securities of Maverick or any of the Securities)Maverick Significant Subsidiaries convertible into or exchangeable for shares of capital stock or other voting securities or ownership interests in any Maverick Significant Subsidiary or (ii) (A) options, warrants or other thanrights to acquire from Maverick or any of the Maverick Significant Subsidiaries any capital stock, in each casevoting securities or other ownership interests in, or any securities convertible into or exchangeable for any capital stock, voting securities or ownership interests in, any limitation Maverick Significant Subsidiary; (B) bonds, debentures, notes or restriction imposed by any federal, state or foreign securities Laws. All of such Securities have been duly authorized, validly issued, fully paid and, where applicable, are non-assessable (and no such Securities have been issued in violation other indebtedness of any Maverick Significant Subsidiary that are linked to, or calculated based on, the value of Maverick or any of its Subsidiaries or otherwise based upon or derived from any dividends or other distributions declared or paid on any shares of capital stock of, or other equity or voting interests in, Maverick or any of its Subsidiaries, or which have or which by their terms may have at any time (whether actual or contingent) the right to vote (or which are convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of Maverick or any of its Subsidiaries may vote or (C) preemptive or similar rights, subscription or other rights, convertible securities, agreements, arrangements or commitments of any character relating to the capital stock of any Maverick Significant Subsidiary, obligating Maverick or any Maverick Significant Subsidiary to issue, transfer or sell any capital stock, voting securities or other ownership interests in, or any securities convertible into or exchangeable for any capital stock, voting securities or ownership interests in, any Maverick Significant Subsidiary or obligating Maverick or any Maverick Significant Subsidiary to grant, extend or enter into any such option, warrant, subscription or other right, convertible security, agreement, arrangement or commitment (the items in the foregoing subclauses (i) and (ii) being referred to collectively as “Maverick Subsidiary Securities”). Except for There are no outstanding obligations of Maverick or any of its Subsidiaries to repurchase, redeem or otherwise acquire any outstanding Maverick Subsidiary Securities. No Subsidiary of Maverick is, or since January 1, 2023 has been, subject to any requirement to file periodic reports under the Securities Exchange Act. No Subsidiary of the GFI Subsidiaries, GFI does not own, directly or indirectly, Maverick owns any Securities in any entityshares of Maverick Common Stock.

Subsidiaries. Schedule 7.14 sets forth a true and completed list of all Subsidiaries as of the Amendment No. 6 Effective Date (as updated from time to time pursuant to Section 8.01(d)) and includes a designation as to whether such Subsidiary is a Guarantor. (a) Section 2.2(a) of the GFI Disclosure Letter sets forth Except as could not reasonably be expected to have a Material Adverse Effect, (i) each Subsidiary all leases and agreements necessary for the conduct of GFI (individuallythe business of the Company and the Subsidiaries are valid and subsisting, a “GFI Subsidiary” in full force and collectivelyeffect, the “GFI Subsidiaries”), and (ii) there exists no default or event or circumstance which with the number giving of authorizednotice or the passage of time or both would give rise to a default under any such leases or agreements. (b) The rights and Properties presently owned, allottedleased or licensed by the Company and the Subsidiaries including, issued without limitation, all easements and outstanding Securities rights of each GFI Subsidiaryway, (iii) each GFI Subsidiary’s jurisdiction of incorporation or organization include all rights and (iv) Properties necessary to permit the location of each GFI Subsidiary’s principal executive offices. Each GFI Subsidiary is a corporation or company limited by shares duly incorporated or a limited liability company, partnership or other entity duly organized Company and is validly existing and, the Subsidiaries to the extent such concept or a similar concept exists in the relevant jurisdiction, in good standing under the laws of the jurisdiction of its incorporation or organization, as the case may be, and has all requisite corporate or other power and authority, as the case may be, to own, lease and operate its properties and assets and to carry on its conduct their business in all material respects in the same manner as currently conducted. Each GFI its business has been conducted prior to the date hereof, except to the extent that the failure to include any such rights could not reasonably be expected to result in a Material Adverse Effect. (c) All of the Properties of the Company and the Subsidiaries which are reasonably necessary for the operation of their businesses are in good working condition and are maintained in accordance with prudent business standards, except for any such failure to maintain such Properties, individually or in the aggregate, that could not reasonably be expected to result in a Material Adverse Effect. (d) The Company and each Subsidiary owns, or is qualified or licensed to do business use, all trademarks, tradenames, copyrights, patents and is in good standing in each jurisdiction where other intellectual Property material to its business, and the ownership, leasing or operation use thereof by the Company and such Subsidiary does not infringe upon the rights of its properties or assets or conduct of its business requires such qualification or licenseany other Person, except where for any failures such infringements that, individually or in the aggregate, could not reasonably be expected to be so qualified or licensed and result in good standing do not constitute a Material Adverse Effect. GFI has delivered The Company and its Subsidiaries either own or made available have valid licenses or other rights to Parent trueuse all databases, correct geological data, geophysical data, engineering data, seismic data, maps, interpretations and complete copies other technical information used in their businesses as presently conducted, subject to the limitations contained in the agreements governing the use of the Constituent Documents of each GFI Subsidiarysame, as amended and which limitations are customary for companies engaged in effect on the date of this Agreement. (b) GFI is, directly or indirectly, the record and Beneficial Owner of all business of the outstanding Securities exploration and production of each GFI SubsidiaryHydrocarbons, free and clear of any Liens and free of any other limitation or restriction (including any limitation or restriction on the right with such exceptions as could not reasonably be expected to vote, sell, transfer or otherwise dispose of the Securities), other than, in each case, any limitation or restriction imposed by any federal, state or foreign securities Laws. All of such Securities have been duly authorized, validly issued, fully paid and, where applicable, are non-assessable (and no such Securities have been issued in violation of any preemptive or similar rights). Except for the Securities of the GFI Subsidiaries, GFI does not own, directly or indirectly, any Securities in any entitya Material Adverse Effect.

Subsidiaries. (a) Section 2.2(a) Each Subsidiary of the GFI Disclosure Letter sets forth (i) each Subsidiary of GFI (individually, a “GFI Subsidiary” and collectively, the “GFI Subsidiaries”), (ii) the number of authorized, allotted, issued and outstanding Securities of each GFI Subsidiary, (iii) each GFI Subsidiary’s jurisdiction of incorporation or organization and (iv) the location of each GFI Subsidiary’s principal executive offices. Each GFI Subsidiary Company is a corporation or company limited by shares duly incorporated or a limited liability company, partnership or other entity duly organized and is incorporated, formed or organized, validly existing and, and in good standing (except to the extent such concept is not applicable under Applicable Law of such Subsidiary’s jurisdiction of incorporation, formation or a similar concept exists in the relevant jurisdictionorganization, in good standing as applicable) under the laws of the its jurisdiction of its incorporation incorporation, formation or organization, as the case may be, organization and has all requisite corporate or other power organizational powers and authority, as the case may beapplicable, required to own, lease and operate its properties and assets and to carry on its business as now conducted, except as has not had and would not reasonably be expected to have, individually or in all material respects as currently conductedthe aggregate, a Material Adverse Effect. Each GFI such Subsidiary is duly qualified or licensed to do business and is in good standing in each jurisdiction where the ownership, leasing or operation of its properties or assets or conduct of its business requires such qualification or licenseand/or standing is necessary, except for those jurisdictions where any failures failure to be so qualified or licensed and in good standing do has not constitute had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. GFI has delivered or made available to Parent true, correct and complete copies None of the Constituent Documents Company’s “significant subsidiaries” as of each GFI Subsidiarythe date hereof, as such term is defined in Regulation S-X promulgated by the SEC, as identified in Section 4.06 of the Company Disclosure Schedule (the “Company Material Subsidiaries”), is in material violation of any of its articles of association, certificate of incorporation, bylaws, limited partnership agreement, limited liability company agreement or comparable constituent, constitutional or organizational documents, in each case as amended to and in effect on as of the date hereof. The Company Material Subsidiaries identified in Section 4.06 of this Agreementthe Company Disclosure Schedule include each “significant subsidiary,” as such term is defined in Regulation S-X promulgated by the SEC, of the Company as of the date hereof. (b) GFI isAll of the issued and outstanding share capital or other Equity Securities of each Subsidiary of the Company have been validly issued and are fully paid or credited as fully paid and nonassessable (except to the extent such concepts are not applicable under Applicable Law of such Subsidiary’s jurisdiction of incorporation, formation or organization, as applicable) and are owned by the Company, directly or indirectly, the record and Beneficial Owner of all of the outstanding Securities of each GFI Subsidiary, free and clear of any Liens and free of any Lien (other limitation than transfer restrictions arising under securities laws or restriction (including any limitation or restriction on under the right to vote, sell, transfer or otherwise dispose of the Securities), other than, in each case, any limitation or restriction imposed by any federal, state or foreign securities Laws. All organizational documents of such Securities Subsidiary) and have been duly authorized, validly issued, fully paid and, where applicable, are non-assessable (and no such Securities have not been issued in violation of any preemptive rights, rights of first refusal, subscription rights or similar rights)rights of any Person. Except for There are no outstanding obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any Equity Securities of any Subsidiary of the GFI Subsidiaries, GFI does not own, directly or indirectly, any Securities in any entityCompany.

Subsidiaries. (a) Section 2.2(a) The Company has Previously Disclosed a list of all its Subsidiaries, including the states in which such Subsidiaries are organized, a brief description of such Subsidiaries' principal activities, and if any of such Subsidiaries is not wholly owned by the Company or one of its Subsidiaries, the percentage owned by the Company or any such Subsidiary and the names, addresses and percentage ownership by any other person. No equity securities of any of the GFI Disclosure Letter sets forth Company's Subsidiaries are or may become required to be issued (i) each other than to the Company or a wholly owned Subsidiary of GFI (individuallythe Company) by reason of any Rights with respect thereto. There are no Contracts by which any of the Company's Subsidiaries is or may be bound to sell or otherwise issue any shares of its capital stock, a “GFI Subsidiary” and collectively, there are no Contracts relating to the “GFI Subsidiaries”), (ii) rights of the number Company to vote or to dispose of authorized, allotted, issued and outstanding Securities such shares. All of the shares of capital stock of each GFI Subsidiaryof the Company's Subsidiaries are fully paid and nonassessable and subject to no subscriptive or preemptive rights or Rights and, (iii) each GFI Subsidiary’s jurisdiction except as Previously Disclosed, are owned by the Company or a Company Subsidiary free and clear of incorporation or organization and (iv) the location of each GFI Subsidiary’s principal executive officesany Liens. Each GFI Subsidiary of the Company's Subsidiaries is a corporation or company limited by shares duly incorporated or a limited liability company, partnership or other entity duly organized and is validly existing and, to the extent such concept or a similar concept exists in the relevant jurisdiction, in good standing under the laws of the jurisdiction of its incorporation or organization, as the case may bein which it is organized, and has all requisite corporate or other power and authority, as the case may be, to own, lease and operate its properties and assets and to carry on its business in all material respects as currently conducted. Each GFI Subsidiary is duly qualified or licensed to do business and is in good standing in each jurisdiction where its ownership or leasing of property or the ownership, leasing or operation of its properties or assets or conduct of its business requires such qualification or license, except where any failures it to be so qualified or licensed and in good standing do not constitute a Material Adverse Effectqualified. GFI The Company has delivered or made available to Parent truePreviously Disclosed, correct and complete copies as of the Constituent Documents date hereof, a list of each GFI Subsidiaryall equity securities it or a Company Subsidiary holds involving, in the aggregate, ownership or control of 5% or more of any class of the issuer's voting securities or 25% or more of the issuer's equity (treating subordinated debt as equity) and, as amended and in effect of the Effective Time, no additional persons would need to be included on such a list. The Company has Previously Disclosed a list, as of the date hereof, of this Agreement. (b) GFI isall partnerships, limited liability companies, joint ventures or similar entities, in which it owns or controls an interest, directly or indirectly, and the record nature and Beneficial Owner amount of all each such interest and, as of the outstanding Securities of each GFI SubsidiaryEffective Time, free and clear of any Liens and free of any other limitation or restriction (including any limitation or restriction no additional persons would need to be included on the right to vote, sell, transfer or otherwise dispose of the Securities), other than, in each case, any limitation or restriction imposed by any federal, state or foreign securities Laws. All of such Securities have been duly authorized, validly issued, fully paid and, where applicable, are non-assessable (and no such Securities have been issued in violation of any preemptive or similar rights). Except for the Securities of the GFI Subsidiaries, GFI does not own, directly or indirectly, any Securities in any entitya list.

Subsidiaries. (a) Section 2.2(a) of the GFI Disclosure Letter Schedule 4.5 sets forth (i) the name of each Subsidiary of GFI (individuallyand, a “GFI with respect to each such listed Subsidiary” and collectively, the “GFI Subsidiaries”)jurisdiction in which it is organized, (ii) and the number of authorizedjurisdictions, allottedif any, issued and outstanding Securities of each GFI Subsidiary, (iii) each GFI Subsidiary’s jurisdiction of incorporation or organization and (iv) the location of each GFI Subsidiary’s principal executive officesin which it is qualified to do business. Each GFI Subsidiary is a corporation or company limited by shares duly incorporated or a limited liability companyorganized, partnership or other entity duly organized and is validly existing and, to the extent such concept or a similar concept exists in the relevant jurisdiction, and in good standing under the laws of the jurisdiction Laws of its incorporation jurisdiction and is duly qualified or organizationauthorized to do business as a foreign entity and is in good standing under the Laws of each jurisdiction in which the conduct of its business or the ownership of its properties requires such qualification or authorization, as except where the case may befailure to be so qualified, authorized or in good standing would not be materially adverse to the Company and the Subsidiaries. Each Subsidiary has all requisite corporate or other power and authority, as the case may be, authority to own, lease and operate its properties and assets and to carry on its business in all material respects as currently now conducted. Each GFI All of the issued and outstanding equity interests of the Subsidiaries (the “Subsidiary Interests”) are held beneficially and of record by the Company as set forth on Schedule 4.5, free and clear of any and all Liens other than restrictions imposed thereon by applicable securities Laws and any Liens securing the Company Indebtedness (which Liens shall be subject to pending Lien releases as of the Closing). None of the issued Subsidiary Interests were issued in violation of any purchase or call option, right of first refusal, subscription right, preemptive right or any similar rights, and are otherwise duly authorized, validly issued, fully paid and non-assessable. There is qualified no existing option, warrant, call, right or licensed to do business Contract requiring, and is in good standing in each jurisdiction where there are no convertible securities of any Subsidiary outstanding which upon conversion would require, the ownershipissuance of any other equity interests of any Subsidiary or other securities convertible into equity interests of any Subsidiary. Except as set forth on Schedule 4.5, leasing or operation neither the Company nor any of its properties Subsidiaries owns, directly or assets or conduct indirectly, any equity securities of its business requires such qualification or license, except where any failures to be so qualified or licensed and in good standing do not constitute a Material Adverse EffectPerson other than the Subsidiaries. GFI The Buyer has delivered or made available to Parent been furnished with true, correct and complete copies of the Constituent Organizational Documents of each GFI Subsidiary, Subsidiary as amended and in effect on the date of this Agreement. (b) GFI is, directly or indirectly, the record Agreement and Beneficial Owner of all of the outstanding Securities of each GFI Subsidiary, free and clear no Subsidiary is in breach of any Liens and free of any other limitation or restriction (including any limitation or restriction on the right to vote, sell, transfer or otherwise dispose of the Securities), other than, in each case, any limitation or restriction imposed by any federal, state or foreign securities Laws. All of such Securities have been duly authorized, validly issued, fully paid and, where applicable, are non-assessable (and no such Securities have been issued in violation of any preemptive or similar rights). Except for the Securities of the GFI Subsidiaries, GFI does not own, directly or indirectly, any Securities in any entityits Organizational Documents.

Subsidiaries. (a) Section 2.2(a) Set forth on Schedule 4.7 is a complete and accurate list of all Subsidiaries of the GFI Disclosure Letter sets forth (i) each Company. Each Subsidiary of GFI (individually, a “GFI Subsidiary” and collectively, the “GFI Subsidiaries”), (ii) the number of authorized, allotted, issued and outstanding Securities of each GFI Subsidiary, (iii) each GFI Subsidiary’s jurisdiction of incorporation or organization and (iv) the location of each GFI Subsidiary’s principal executive offices. Each GFI Subsidiary is a corporation or company limited by shares Company has been duly incorporated or a limited liability company, partnership or other entity duly organized formed and is validly existing and, to the extent such concept or a similar concept exists in the relevant jurisdiction, in good standing under the laws of the jurisdiction of its incorporation or organization, as the case may be, formation and has all the requisite corporate or other power and authority, as the case may be, authority to own, own or lease and operate its properties and assets and to carry on conduct its business in all material respects as currently it is now being conducted. The Company has previously made available to the Purchasers, or shall make available to the Purchasers prior to the Closing Date, in a form reasonably acceptable to the Purchasers, copies of the organizational documents, each as amended to date, of each Subsidiary of the Company. Such copies are true, correct and complete and in full force and effect. Each GFI such Subsidiary is duly licensed or qualified or licensed to do business and is in good standing in each jurisdiction where the ownership, in which its ownership or leasing or and operation of its properties or and assets or and the conduct of its business as it is now being conducted requires such qualification Subsidiary to be so licensed or licensequalified, except where any failures the failure to be so licensed or qualified or licensed and in good standing do would not constitute have a Material Adverse Effect. GFI has delivered or made available to Parent true, correct and complete copies Set forth on Schedule 4.7 is a list of the Constituent Documents jurisdiction of incorporation, organization or formation of each GFI such Subsidiary. Except as set forth on Schedule 4.7 and as listed above, as amended none of the Company and the Subsidiaries of the Company own, or have the right to acquire, any shares of stock or any equity interest in effect on the date of this Agreementany other corporation, partnership, joint venture or any other Person. (b) GFI isThe outstanding shares of capital stock of each Subsidiary of the Company have been duly authorized and validly issued and are fully paid and nonassessable and were not issued in violation of any preemptive rights or rights of first refusal or first offer. Except as set forth on Schedule 4.7, directly or indirectly, (i) each Subsidiary of the Company is wholly-owned of record and Beneficial Owner of all beneficially by the Company or another wholly-owned Subsidiary and (ii) the ownership interests of the outstanding Securities Company in each such Subsidiary are owned of each GFI Subsidiaryrecord and beneficially by the Company (or another wholly-owned Subsidiary of the Company), free and clear of any Liens and free of any Encumbrances other limitation or restriction (including any limitation or restriction on the right to vote, sell, transfer or otherwise dispose of the Securities), other than, in each case, any limitation or restriction imposed by any federal, state or foreign securities Laws. All of such Securities have been duly authorized, validly issued, fully paid and, where applicable, are non-assessable (and no such Securities have been issued in violation of any preemptive or similar rights). Except for the Securities of the GFI Subsidiaries, GFI does not own, directly or indirectly, any Securities in any entitythan Permitted Encumbrances.

Subsidiaries. (a) Section 2.2(a6.7(a) of the GFI Parent Disclosure Letter sets forth (i) a complete and correct list of each Subsidiary of GFI (individually, a “GFI Subsidiary” and collectively, Parent together with the “GFI Subsidiaries”), (ii) the number of authorized, allotted, issued and outstanding Securities of each GFI Subsidiary, (iii) each GFI Subsidiary’s jurisdiction of incorporation or organization and (iv) the location formation of each GFI such Subsidiary’s principal executive offices. Each GFI Subsidiary is a corporation or company limited by shares duly incorporated or a limited liability company, partnership the form of organization of each such Subsidiary, the authorized and issued capital stock, voting securities or other entity ownership interests of each such Subsidiary and the name of each holder thereof. (b) Each Subsidiary of Parent has been duly organized and organized, is validly existing and, to the extent such concept or a similar concept exists in the relevant jurisdiction, and in good standing (except with respect to jurisdictions that do not recognize the concept of good standing) under the laws Laws of the jurisdiction of its incorporation or organization, as the case may beformation, and has all requisite corporate or other power power, Governmental Authorizations and authority, as the case may be, authority to own, lease and operate its properties and assets and to carry on its business as now conducted, except where the failure to be in all material respects as currently conductedgood standing or possess such Governmental Authorizations would not have a Parent Material Adverse Effect. Each GFI such Subsidiary of Parent is duly qualified or licensed as a foreign corporation or other entity to do business business, and is in good standing in each jurisdiction where the ownership, leasing or operation character of its properties or assets owned, leased or conduct operated by it or the nature of its business requires activities makes such qualification or licenselicensing necessary, except where any failures the failure to be so qualified or licensed and in good standing do would not constitute have a Parent Material Adverse Effect. GFI Parent has delivered or heretofore made available to Parent true, correct the Oceanbulk Companies true and complete copies of the Constituent Documents articles of incorporation, bylaws, certificates of formation, certificate of incorporation, limited liability company agreement (or comparable organization documents, as applicable) of each GFI Subsidiary, as amended and in effect on the date of this Agreementits Subsidiaries. (bc) GFI isAll of the outstanding shares of capital stock of, or voting securities of, or other ownership interests in, each Subsidiary of Parent, is owned by Parent directly or indirectly, the record and Beneficial Owner of all of the outstanding Securities of each GFI Subsidiary, free and clear of any Liens and free (other than Parent Permitted Liens). There are no issued, reserved for issuance or outstanding (i) securities of any of Parent’s Subsidiaries convertible into, or exchangeable or exercisable for, shares of capital stock or other limitation voting securities of, or restriction ownership interests in, any Parent Subsidiary, (including ii) warrants, calls, options or other rights to acquire from any limitation of Parent’s Subsidiaries, or restriction other obligations of any of Parent’s Subsidiaries to issue, any capital stock or other voting securities of, or ownership interests in, or any securities convertible into, or exchangeable or exercisable for, any capital stock or other voting securities of, or ownership interests in, any Subsidiary of Parent, or (iii) restricted shares, stock appreciation rights, performance units, contingent value rights, “phantom” stock or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the right to votevalue or price of, sellany capital stock or other voting securities of, transfer or otherwise dispose ownership interests in, any Subsidiary of Parent (the items in clauses (i) through (iii), together with all of the outstanding capital stock of, or other voting securities of, or ownership interests in, each Subsidiary of Parent, being referred to collectively as the “Parent Subsidiary Securities), other than, in each case, any limitation or restriction imposed by any federal, state or foreign securities Laws. All of such Securities have been duly authorized, validly issued, fully paid and, where applicable, are non-assessable (and no such Securities have been issued in violation of any preemptive or similar rights”). Except for the Securities as set forth in Section 6.7(c) of the GFI SubsidiariesParent Disclosure Letter, GFI does not ownnone of the Subsidiaries of Parent owns, directly or indirectly, any Securities equity or other ownership interests in any entityPerson, except for other Subsidiaries of Parent as set forth in Section 6.7(a) of the Parent Disclosure Letter. There are no outstanding obligations of Parent or any of its Subsidiaries to repurchase, redeem or otherwise acquire any of the Parent Subsidiary Securities. Except as set forth in Section 6.7(c) of the Parent Disclosure Letter, neither Parent nor the Subsidiaries of Parent are subject to any obligation or requirement to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any Person.

Subsidiaries. (a) 2.3.1 Section 2.2(a) 2.3.1 of the GFI Disclosure Letter sets forth (i) the names of the direct and indirect Subsidiaries of the Company, the jurisdictions in which each Subsidiary of GFI (individually, a “GFI Subsidiary” is organized and collectivelythe equity ownership thereof. Other than the Company Subsidiaries, the “GFI Subsidiaries”), (ii) the number of authorized, allotted, issued Company does not own any Equity Interest in any Person. 2.3.2 Each Company Subsidiary has been duly formed and outstanding Securities of each GFI Subsidiary, (iii) each GFI Subsidiary’s jurisdiction of incorporation or organization and (iv) the location of each GFI Subsidiary’s principal executive offices. Each GFI Subsidiary is a corporation or company limited by shares duly incorporated or a limited liability company, partnership or other entity duly organized and is validly existing and, to the extent such concept or a similar concept exists in the relevant jurisdiction, and in good standing under the laws Laws of the jurisdiction of its incorporation formation. 2.3.3 Each Company Subsidiary is duly qualified to transact business in each jurisdiction where the character of its properties owned or organizationheld under lease or the nature of its activities makes such qualification necessary, as except where the case may be, failure to be so qualified or in good standing has not had and would not reasonably be expected to have a Material Adverse Effect. 2.3.4 Each Company Subsidiary has all requisite the full corporate or other power and authority, as the case may be, authority to own, own or lease and operate its properties and assets now owned, operated or leased by it and to carry on its business in all material respects as currently conducted. Each GFI Subsidiary is qualified or licensed to do business and is in good standing in each jurisdiction where the ownership, leasing or operation of its properties or assets or conduct of its business requires such qualification or license, except where any failures to be so qualified or licensed and in good standing do not constitute a Material Adverse Effect. GFI conducted by it. 2.3.5 The Company has delivered or made available to Parent true, correct and complete the Buyer copies of the Constituent Governing Documents of each GFI SubsidiaryCompany Subsidiary and each Governing Document is in full force and effect, as amended and no Company Subsidiary is in effect on the date violation of this Agreementany term thereof. (b) GFI is, directly or indirectly, the record and Beneficial Owner of 2.3.6 The Company holds all of the outstanding Securities Equity Interests of each GFI Subsidiarythe Company Subsidiaries, free and clear of any Liens and free of any Encumbrances other limitation or restriction (including any limitation or restriction on the right to vote, sell, transfer or otherwise dispose than those imposed by applicable Laws. 2.3.7 All of the Securities), other than, in each case, any limitation or restriction imposed by any federal, state or foreign securities Laws. All issued and outstanding Equity Interests of such Securities the Company Subsidiaries have been duly authorized, and are validly issued, fully paid andor credited as fully paid. 2.3.8 There is no Encumbrance, where applicableand there is no agreement, arrangement or obligation to create or give an Encumbrance, in relation to any of the Equity Interests of the Company Subsidiaries, or any un-issued shares in the capital of the Company Subsidiaries. 2.3.9 There are non-assessable no outstanding Commitments of any kind relating to any Company Subsidiary. 2.3.10 There are no voting agreements, voting trusts, shareholder agreements, revocable or irrevocable proxies or other agreements or understandings in effect with respect to the voting or transfer of any Equity Interests of the Company Subsidiaries. 2.3.11 There are no outstanding contractual obligations of the Company Subsidiaries to repurchase, redeem or otherwise acquire any Equity Interests of the Company Subsidiaries. 2.3.12 None of the Acquired Companies is, in relation to any company (and no such Securities have other than a Subsidiary), a limited liability partnership or Societas Europaea registered in the UK, a registrable relevant legal entity within the meaning of section 790C of the CA 2006. 2.3.13 No warning notice or restrictions notice has been issued under Schedule 1B (Enforcement of disclosure requirements) of the CA 2006 in violation respect of any preemptive shares or similar rights). Except for the Securities voting rights in, or any right to appoint or remove any member of the GFI Subsidiaries, GFI does not own, directly or indirectlyboard of directors of, any Securities in any entityof the Acquired Companies.

Subsidiaries. (a) Section 2.2(a) Each of the GFI Disclosure Letter sets Company’s “subsidiaries” (for purposes of this Agreement, shall have the meaning set forth in Rule 405 under the Securities Act except “subsidiaries” shall not include Visirna Therapeutics, Inc. (i“Visirna”) each Subsidiary of GFI (individually, a “GFI Subsidiary” and collectively, the “GFI Subsidiaries”unless otherwise specifically included), (ii) the number of authorizedincluding Visirna, allotted, issued and outstanding Securities of each GFI Subsidiary, (iii) each GFI Subsidiary’s jurisdiction of incorporation or organization and (iv) the location of each GFI Subsidiary’s principal executive offices. Each GFI Subsidiary is a corporation or company limited by shares has been duly incorporated or organized, as the case may be, and is validly existing as a corporation, partnership or limited liability company, partnership or other entity duly organized and is validly existing and, to the extent such concept or a similar concept exists in the relevant jurisdictionas applicable, in good standing standing, if applicable, under the laws of the jurisdiction of its incorporation or organization, as the case may be, organization and has all requisite the power and authority (corporate or other power and authority, as the case may be, other) to own, lease and operate its properties and assets and to carry on conduct its business as described in all material respects as currently conductedthe Registration Statement, the Time of Sale Prospectus and the Prospectus. Each GFI Subsidiary of the Company’s subsidiaries, including Visirna, is duly qualified as a foreign corporation, partnership or licensed limited liability company, as applicable, to do transact business and is in good standing in each jurisdiction where in which such qualification is required, whether by reason of the ownership, ownership or leasing of property or operation of its properties or assets or the conduct of its business requires such qualification or licensebusiness, except where any failures the failure to be so qualified or licensed and in good standing do could not constitute be expected, individually or in the aggregate, to result in a Material Adverse EffectChange. GFI has delivered or made available to Parent true, correct and complete copies All of the Constituent Documents issued and outstanding capital stock or other equity or ownership interests of each GFI Subsidiaryof the Company’s subsidiaries, including Visirna, have been duly authorized and validly issued, are fully paid and nonassessable and, except as amended disclosed in the Registration Statement, the Time of Sale Prospectus and in effect on the date of this Agreement. (b) GFI isProspectus, are owned by the Company, directly or indirectly, the record and Beneficial Owner of all of the outstanding Securities of each GFI Subsidiarythrough subsidiaries, free and clear of any Liens and free of any other limitation security interest, mortgage, pledge, lien, encumbrance or restriction (including any limitation or restriction on adverse claim. Other than Visirna, the right to vote, sell, transfer or otherwise dispose of the Securities), other than, in each case, any limitation or restriction imposed by any federal, state or foreign securities Laws. All of such Securities have been duly authorized, validly issued, fully paid and, where applicable, are non-assessable (and no such Securities have been issued in violation of any preemptive or similar rights). Except for the Securities of the GFI Subsidiaries, GFI Company does not ownown or control, directly or indirectly, any corporation, association or other entity other than the subsidiaries listed in Exhibit 21.1 to the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2025. Visirna does not qualify as a “significant subsidiary” of the Company as defined in Rule 405 under the Securities in any entityAct.

Subsidiaries. (a) Section 2.2(a) Each Subsidiary of the GFI Disclosure Letter sets forth (i) each Subsidiary of GFI Company (individually, a “GFI Company Subsidiary” and collectively, the “GFI Company Subsidiaries”), (ii) the number of authorized, allotted, issued and outstanding Securities of each GFI Subsidiary, (iii) each GFI Subsidiary’s jurisdiction of incorporation or organization and (iv) the location of each GFI Subsidiary’s principal executive offices. Each GFI Subsidiary is a corporation or company limited by shares duly incorporated or a limited liability company, partnership or other entity duly organized and is validly existing and, to the extent such concept or a similar concept exists in the relevant jurisdictionas applicable, in good standing under the laws Laws of the jurisdiction of its incorporation or organization, as except where the case may befailure to be so organized or existing would not, and individually or in the aggregate, have a Material Adverse Effect. Each Company Subsidiary (i) has all requisite corporate or other power and authority, as the case may be, authority to own, lease and operate its properties and assets and to carry on its business in all material respects as currently conducted. Each GFI Subsidiary now being conducted and (ii) is duly licensed or qualified or licensed to do business and is in good standing in each jurisdiction where in which the ownership, leasing nature of the business conducted by it or operation the character or location of its the properties and assets owned or assets leased by it make such licensing or conduct of its business requires such qualification or licensenecessary, except where any failures failure to have such power and authority, or to be so licensed, qualified or licensed and in good standing do standing, individually or in the aggregate, has not constitute had and would not reasonably be expected to have a Material Adverse Effect. GFI has delivered Effect or made available to Parent trueprevent, correct and complete copies of materially impair, or materially delay the Constituent Documents of each GFI Subsidiary, as amended and in effect on Company from consummating the date of this AgreementMerger. (b) GFI The Company is, directly or indirectly, the record holder and Beneficial Owner of all of the outstanding Securities of each GFI Company Subsidiary, free and clear of any Liens (other than Permitted Liens) and free of any other limitation or restriction (restriction, including any limitation or restriction on the right to vote, sell, transfer or otherwise dispose of the Securities), other than, in each case, any limitation than limitations or restriction imposed by any federal, state or foreign restrictions on transfer arising under applicable securities Laws. All of such the Securities so owned by the Company have been duly authorized, authorized and validly issued, issued and are fully paid andand nonassessable, where applicable, are non-assessable (and no such Securities shares have been issued in violation of any preemptive or similar rights)rights by which the Company or any Company Subsidiary is bound. Except for the Securities of the GFI Company Subsidiaries, GFI the Securities of each UBBP Company set forth in Section 4.22 of the Company Disclosure Letter, the Securities of any Subsidiary of the UBBP Companies, and short-term marketable Securities acquired in the ordinary course of business consistent with past practices, the Company does not own, directly or indirectly, any Securities or other ownership interests in any entityPerson or any Indebtedness of any Person.

Subsidiaries. (a) Section 2.2(a) Each Subsidiary of the GFI Disclosure Letter sets forth (i) each Subsidiary of GFI (individuallyCompany is duly organized, a “GFI Subsidiary” and collectively, the “GFI Subsidiaries”), (ii) the number of authorized, allotted, issued and outstanding Securities of each GFI Subsidiary, (iii) each GFI Subsidiary’s jurisdiction of incorporation or organization and (iv) the location of each GFI Subsidiary’s principal executive offices. Each GFI Subsidiary is a corporation or company limited by shares duly incorporated or a limited liability company, partnership or other entity duly organized and is validly existing and, to the extent such concept or a similar concept exists in the relevant jurisdiction, and in good standing under the laws of the its jurisdiction of its incorporation or organization, as the case may be, and has all requisite corporate or other power powers and authorityall governmental licenses, as the case may beauthorizations, to own, lease consents and operate its properties and assets and approvals required to carry on its business as now conducted, except for those the absence of which would not, individually or in the aggregate, be reasonably likely to have a Company Material Adverse Effect. For purposes of this Agreement, the term “Subsidiary,” when used with respect to any Person, means any other Person, whether incorporated or unincorporated, of which (i) more than fifty percent of the voting securities or other ownership interests is owned by such Person or one or more of its Subsidiaries, (ii) such Person or one or more of its Subsidiaries is a general partner or holds a majority of the voting interests of a partnership or (iii) securities or other interests having by their terms ordinary voting power to elect more than fifty percent of the board of directors or others performing similar functions with respect to such corporation or other organization, are directly owned or controlled by such Person or by any one or more of its Subsidiaries. For the avoidance of doubt, for all material respects purposes of this Agreement, the MLP and its Subsidiaries shall be deemed to be Subsidiaries of the Company. The MLP consummated the transactions contemplated by that certain Contribution, Conveyance, Assumption and Simplification Agreement, dated as currently conductedof November 14, 2019, by and among the Company, Noble Midstream Partners, LP (the “MLP”), Noble Midstream GP LLC (“Noble GP”), Noble Midstream Services, LLC, Noble Midstream, LLC and Noble Midstream Holdings LLC on November 21, 2019 in accordance with the terms thereof as disclosed in the Company SEC Documents and the MLP SEC Documents. Each GFI Subsidiary of the Company is duly qualified or licensed to do business and is in good standing in each jurisdiction where in which the ownership, leasing character of the property owned or operation leased by it or the nature of its properties or assets or conduct of its business requires activities makes such qualification or licensenecessary, except for those jurisdictions where any failures failure to be so qualified would not, individually or licensed and in good standing do not constitute the aggregate, be reasonably likely to have a Company Material Adverse Effect. GFI has delivered or made available to Parent true, correct and complete copies All “significant subsidiaries” (as such term is defined in Section 1-02 of Regulation S-X under the Exchange Act) of the Constituent Documents Company (collectively, and including for the avoidance of each GFI Subsidiarydoubt, as amended the MLP, “Significant Subsidiaries”) and all other entities listed on Exhibit 21 to the Company 10-K and their respective jurisdictions of organization are identified in effect on Section 3.6(a) of the date of this AgreementCompany Disclosure Schedules. (b) GFI isExcept for directors’ qualifying shares, all of the outstanding capital stock of, or other ownership interests in, each Significant Subsidiary of the Company (other than the MLP and its Subsidiaries) is wholly-owned by the Company, directly or indirectly, the record and Beneficial Owner of all of the outstanding Securities of each GFI Subsidiary, free and clear of any Liens material Lien and free of any other material limitation or restriction (including any limitation or restriction on the right to vote, sell, transfer sell or otherwise dispose of such capital stock or other ownership interests). There are no outstanding (i) securities of the Securities)Company or any of its Significant Subsidiaries convertible into or exchangeable for shares of capital stock or other voting securities or ownership interests in any Significant Subsidiary of the Company or (ii) (A) options, warrants or other thanrights to acquire from the Company or any of its Significant Subsidiaries any capital stock, in each casevoting securities or other ownership interests in, or any securities convertible into or exchangeable for any capital stock, voting securities or ownership interests in, any limitation Significant Subsidiary of the Company, (B) bonds, debentures, notes or restriction imposed by any federal, state or foreign securities Laws. All of such Securities have been duly authorized, validly issued, fully paid and, where applicable, are non-assessable (and no such Securities have been issued in violation other indebtedness of any Significant Subsidiary of the Company that are linked to, or the value of which is in any way based upon or derived from, the value of the Company, any of its Subsidiaries or any part thereof, or any dividends or other distributions declared or paid on any shares of capital stock of, or other equity or voting interests in, the Company or any of its Subsidiaries, or which have or which by their terms may have at any time (whether actual or contingent) the right to vote (or which are convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of the Company or any of its Subsidiaries may vote or (C) preemptive or similar rights, subscription or other rights, convertible securities, or other agreements, arrangements or commitments of any character relating to the capital stock of any Significant Subsidiary of the Company, obligating the Company or any of its Significant Subsidiaries to issue, transfer or sell any capital stock, voting securities or other ownership interests in, or any securities convertible into or exchangeable for any capital stock, voting securities or ownership interests in, any Significant Subsidiary of the Company or obligating the Company or any Significant Subsidiary of the Company to grant, extend or enter into any such option, warrant, subscription or other right, convertible security, agreement, arrangement or commitment (the items in the foregoing subclauses (i) and (ii) being referred to collectively as “Company Subsidiary Securities”). There are no outstanding obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any outstanding Company Subsidiary Securities. Other than the MLP, no Subsidiary of the Company is, or since January 1, 2017 has been, subject to any requirement to file periodic reports under the Exchange Act. No Subsidiary of the Company owns any shares of Company Common Stock. (c) As of the Company Measurement Date, the issued and outstanding limited partner interests and general partner interests of the MLP consisted of (i) 90,170,963 “Common Units” (as defined in the Second Amended and Restated Agreement of Limited Partnership of the MLP, dated as of November 14, 2019, as amended or supplemented from time to time (the “MLP Partnership Agreement”)) (the “MLP Common Units”), (ii) 206,357 unvested “Derivative Partnership Interests” (as defined in the MLP Partnership Agreement), that are outstanding under any employee or director equity plans or arrangements of the MLP and (iii) a 0.0% non-economic general partner interest (the “Noble GP Interest”) held by Noble Midstream GP LLC. All of the issued and outstanding MLP Common Units have been duly authorized and validly issued and are fully paid (to the extent required by the MLP Partnership Agreement) and nonassessable (except as such non-assessability may be affected by Sections 17-303(a), 17-607 and 17-804 of the Delaware Revised Uniform Limited Partnership Act) and, except as set forth in the MLP Partnership Agreement, free of preemptive rights. Noble GP is a wholly-owned Subsidiary of the Company and is the sole general partner of the MLP. Noble GP is the sole record and beneficial owner of the Noble GP Interest, and such Noble GP Interest has been duly authorized and validly issued in accordance with applicable law and the MLP Partnership Agreement. Noble GP owns the Noble GP Interest free and clear of any Liens. Except (x) as set forth above in this Section 3.6(c) or (y) as otherwise expressly permitted by this Agreement, as of the Company Measurement Date, there are no outstanding, (A) “Partnership Interests” (as defined in the MLP Partnership Agreement) (the “MLP Partnership Interests”) or other equity or voting securities of the MLP, (B) (1) options, warrants or other rights to acquire from the MLP any Partnership Interests, voting securities or other ownership interests in, or any securities convertible into or exchangeable for MLP Partnership Interests, voting securities or ownership interests in, the MLP or (2) preemptive or similar rights, subscription or other rights, convertible securities, or other agreements, arrangements or commitments of any character relating to MLP Partnership Interests or other equity or voting securities of the MLP, obligating the MLP to issue, transfer or sell any MLP Partnership Interests or other equity or voting securities of the MLP, or any securities convertible into or exchangeable for MLP Partnership Interests or other equity or voting securities of the MLP, or obligating the MLP to grant, extend or enter into any such option, warrant, subscription or other right, convertible security, or other agreement, arrangement or commitment or (C) bonds, debentures, notes or other debt of the MLP that are linked to, or the value of which is in any way based upon or derived from, the value of the MLP or any part thereof, or any dividends or other distributions declared or paid on any MLP Partnership Interests, capital stock of, or other equity or voting interests in, the MLP, or which have or which by their terms may have at any time (whether actual or contingent) the right to vote (or which are convertible into, or exchangeable for, securities having the right to vote) on any matters on which unitholders of the MLP may vote (the items in the foregoing subclauses (A), (B) and (C) being referred to collectively as “MLP Securities”). Except for as required by the Securities terms of the GFI SubsidiariesMLP Partnership Agreement in effect as of the date hereof or amended as to the extent permitted by Section 5.1, GFI does not ownthere are no outstanding obligations of the MLP or any of its Subsidiaries to repurchase, directly redeem or indirectly, otherwise acquire any Securities in any entityMLP Securities. Each Subsidiary of the MLP is wholly-owned by the MLP.

Subsidiaries. (a) Section 2.2(a3(e) of the GFI Disclosure Letter Schedule sets forth (i) the authorized capital stock of each direct and indirect Subsidiary of GFI the Company and the number of issued and outstanding shares of each class of its capital stock (individually, a “GFI Subsidiary” and collectivelyor other securities), the “GFI Subsidiaries”)names of the holders thereof, and the number of shares held by each such holder, (ii) the number of shares of its capital stock held in treasury and (iii) the nature and amount of any such equity investment, other interest or advance. All of such shares of capital stock of Subsidiaries directly or indirectly held by the Company have been duly authorized, allotted, are validly issued and fully paid and nonassessable. All of the issued and outstanding Securities shares (or other securities) of each GFI SubsidiarySubsidiary were issued in compliance with all applicable federal and state securities Laws and any other applicable Laws. The Company directly, (iii) each GFI Subsidiary’s jurisdiction or indirectly through wholly owned Subsidiaries, holds of incorporation record and beneficially owns all such shares of capital stock of the direct or organization indirect Subsidiaries free and (iv) the location clear of each GFI Subsidiary’s principal executive officesall Encumbrances. Each GFI Subsidiary is a corporation or company limited by shares an Entity duly incorporated or a limited liability companyorganized, partnership or other entity duly organized and is validly existing and, and in good standing (to the extent such concept or a similar concept exists is applicable in the relevant jurisdiction, in good standing ) under the laws Laws of its state or jurisdiction of incorporation (as listed in Section 3(e) of the jurisdiction Company Disclosure Schedule) and in all jurisdictions in which either the ownership or use of its incorporation the properties owned or organizationused by it, as or the case may benature of the activities conducted by it, requires such qualification. Each Subsidiary has the full and has all requisite corporate or other unrestricted power and authority, as the case may be, authority to own, operate and lease and operate its properties and assets and to carry on the Business (and any other business) as currently conducted (and proposed to be conducted). Dalian Fushi has the full and unrestricted power and authority to own, operate and lease its business in all material respects assets and to carry on the Business (and any other business) as currently conducted. Each GFI Other than as contemplated by the Restructuring Agreements, there are no outstanding or authorized options, warrants, purchase rights, subscription rights, conversion rights, exchange rights or other contracts or commitments that could require any Subsidiary is qualified to issue, sell or licensed otherwise cause to do business and is in good standing in each jurisdiction where the ownership, leasing or operation become outstanding any of its properties capital stock. There are no outstanding or assets authorized stock appreciation, phantom stock, profit participation or conduct similar rights with respect to any Subsidiary. Other than as contemplated by the Restructuring Agreements, there are no voting trusts, proxies, or other agreements or understandings with respect to the voting of the capital stock of any Subsidiary (including Dalian Fushi). Other than as contemplated by the Restructuring Agreement, neither the Company nor any of its business requires such qualification or license, except where any failures to be so qualified or licensed and in good standing do not constitute a Material Adverse Effect. GFI has delivered or made available to Parent true, correct and complete copies of the Constituent Documents of each GFI Subsidiary, as amended and in effect on the date of this Agreement. Subsidiaries (bincluding Dalian Fushi) GFI is, control directly or indirectly, the record and Beneficial Owner of all of the outstanding Securities of each GFI Subsidiary, free and clear of indirectly or has any Liens and free of any other limitation direct or restriction (including any limitation or restriction on the right to vote, sell, transfer or otherwise dispose of the Securities), other than, in each case, any limitation or restriction imposed by any federal, state or foreign securities Laws. All of such Securities have been duly authorized, validly issued, fully paid and, where applicable, are non-assessable (and no such Securities have been issued in violation of any preemptive or similar rights). Except for the Securities of the GFI Subsidiaries, GFI does not own, directly or indirectly, any Securities indirect equity participation in any entitycorporation, partnership, trust, or other business association which is not a Subsidiary.

Subsidiaries. (a) Section 2.2(a) Schedule 4.4 correctly sets forth the names, the form of legal entity and jurisdictions of organization of all Subsidiaries of Borrower as of the GFI Disclosure Letter sets forth (i) Closing Date and identifies each such Subsidiary of GFI (individuallythat is a Consolidated Subsidiary, a “GFI Subsidiary” and collectively, the “GFI Subsidiaries”), (ii) the number of authorized, allotted, issued and outstanding Securities of each GFI Significant Subsidiary, (iii) each GFI a Guarantor Subsidiary’s jurisdiction of incorporation or organization , a Foreign Subsidiary and (iv) the location of each GFI a Financial Subsidiary’s principal executive offices. Each GFI Subsidiary is a corporation or company limited by shares duly incorporated or a limited liability company, partnership or other entity duly organized and is validly existing and, to the extent such concept or a similar concept exists in the relevant jurisdiction, in good standing under the laws As of the jurisdiction Closing Date, unless otherwise indicated in Schedule 4.4, all of its incorporation the outstanding shares of capital stock, or organizationall of the units of equity interest, as the case may be, and has all requisite corporate or other power and authority, as the case may be, to own, lease and operate its properties and assets and to carry on its business in all material respects as currently conducted. Each GFI Subsidiary is qualified or licensed to do business and is in good standing in each jurisdiction where the ownership, leasing or operation of its properties or assets or conduct of its business requires such qualification or license, except where any failures to be so qualified or licensed and in good standing do not constitute a Material Adverse Effect. GFI has delivered or made available to Parent true, correct and complete copies of the Constituent Documents of each GFI Subsidiary, as amended and in effect on the date Subsidiary indicated thereon are owned of this Agreement. (b) GFI is, directly or indirectly, the record and Beneficial Owner of all of the outstanding Securities of each GFI Subsidiary, free and clear of any Liens and free of any other limitation beneficially by Borrower or restriction (including any limitation or restriction on the right to vote, sell, transfer or otherwise dispose of the Securities), other than, in each case, any limitation or restriction imposed by any federal, state or foreign securities Laws. All one of such Securities have been Subsidiaries, and all such shares or equity interests so owned were issued in compliance with all state and federal securities Laws and are duly authorized, validly issued, fully paid and, where applicable, are and non-assessable (other than with respect to required capital contributions to any joint venture in accordance with customary terms and no provisions of the related joint venture agreement), except where the failure to so comply would not constitute a Material Adverse Effect, and are free and clear of all Liens and Rights of Others, except for Permitted Encumbrances and Permitted Rights of Others. (b) Each Significant Subsidiary that is a Consolidated Subsidiary is duly organized, validly existing and in good standing under the Laws of its jurisdiction of organization, is duly qualified to do business as a foreign organization and is in good standing as such Securities have been issued in violation each jurisdiction in which the conduct of its business or the ownership or leasing of its Properties makes such qualification necessary (except where the failure to be so duly qualified and in good standing does not constitute a Material Adverse Effect) and has all requisite power and authority to conduct its business, to own and lease its Properties and to execute, deliver and perform the Loan Documents to which it is a Party. (c) Each Significant Subsidiary that is a Consolidated Subsidiary is in substantial compliance with all Laws and other requirements applicable to its business and has obtained all Authorizations from, and each such Significant Subsidiary has accomplished all filings, registrations, and qualifications with, or obtained exemptions from any preemptive or similar rights). Except of the foregoing from, any Governmental Agency that are necessary for the Securities transaction of its business, except where the GFI Subsidiariesfailure so to obtain Authorizations, GFI comply, file, register, qualify or obtain exemptions does not own, directly or indirectly, any Securities in any entityconstitute a Material Adverse Effect.

Subsidiaries. (a) Section 2.2(aAll of the issued and outstanding shares of capital stock of each of the Company’s Subsidiaries that is registered or incorporated outside of the PRC are owned directly or indirectly by the Company, free and clear of all liens, and are duly authorized and validly issued, fully paid and non-assessable and there is no subscription, option, warrant, call right, agreement or commitment relating to the issuance, sale, delivery, voting, transfer or redemption by any such Subsidiaries (including any right of conversion or exchange under any outstanding security or other instrument) of the GFI Disclosure Letter sets forth capital stock of any such Subsidiaries (iother than any such subscription, option, warrant, call right, agreement or commitment in favor of the Company or its Subsidiaries). (b) For each Subsidiary of GFI the Company’s Subsidiaries that is registered or incorporated in the PRC (individually, a “GFI Subsidiary” and collectively, the “GFI SubsidiariesOnshore Companies”), (ii) each holder of record of its registered capital have contributed in full its subscribed share of the number entity’s registered capital pursuant to the articles of authorizedassociation and, allottedas applicable, relevant joint venture contracts, and all such contributions have been verified and certified by a Chinese registered public accountant according to applicable Law, approved by and registered with all relevant Governmental Authorities and fully paid, and verification certificates have been issued to each such holder of record or previous investor accordingly. All previous transfers or assignments of registered capital have been approved by and outstanding Securities registered with the relevant Governmental Authorities and all necessary corporate actions. Each Onshore Company successfully passed all of the applicable annual audits required by applicable Law. Without limiting the generality of the foregoing, all approvals, registrations and filings required under PRC Law for the due and proper establishment and operation of each GFI Subsidiary, (iii) each GFI Subsidiary’s jurisdiction Onshore Company and for the conduct of incorporation or organization and (iv) the location business of each GFI Subsidiary’s principal executive offices. Each GFI Subsidiary is a corporation or company limited such Onshore Company have been duly obtained by shares duly incorporated or a limited liability companythe Onshore Companies from the relevant PRC Governmental Authorities and are in full force and effect, partnership or other entity duly organized and is validly existing and, except to the extent the failure to obtain or complete any such concept approval, registration or a similar concept exists filing would not, individually or in the relevant jurisdictionaggregate, in good standing under the laws of the jurisdiction of its incorporation or organization, as the case may be, and has all requisite corporate or other power and authority, as the case may be, to own, lease and operate its properties and assets and to carry on its business in all material respects as currently conducted. Each GFI Subsidiary is qualified or licensed to do business and is in good standing in each jurisdiction where the ownership, leasing or operation of its properties or assets or conduct of its business requires such qualification or license, except where any failures to be so qualified or licensed and in good standing do not constitute have a Material Adverse Effect. GFI has delivered or made available to Parent trueAll required approvals of, correct and complete copies of filings and registrations with, the Constituent Documents relevant Onshore Companies required in respect of each GFI SubsidiaryOnshore Company and other Subsidiaries (to the extent applicable) and their respective operations have been duly obtained or completed by the Company or the applicable Company Subsidiary in accordance with the relevant PRC Laws, as amended and except to the extent the failure to obtain or complete any such approvals, filings or registration would not, individually or in effect on the date of this Agreementaggregate, have a Material Adverse Effect. (bc) GFI isHK Holdco will not, directly prior to the Closing, trade or indirectly, enter into any agreements or arrangements or agree to any obligations or otherwise conduct any business activity (save in connection with the record Collateral Account); and Beneficial Owner of all (ii) prior to the Closing will not have any assets or liabilities (save in respect of the outstanding Securities expenses of each GFI Subsidiary, free incorporation and clear of any Liens the Collateral Account and free of any other limitation or restriction (including any limitation or restriction on the right to vote, sell, transfer or otherwise dispose of the Securitiescosts and expenses incurred in connection therewith), other than, in each case, any limitation or restriction imposed by any federal, state or foreign securities Laws. All of such Securities have been duly authorized, validly issued, fully paid and, where applicable, are non-assessable (and no such Securities have been issued in violation of any preemptive or similar rights). Except for the Securities of the GFI Subsidiaries, GFI does not own, directly or indirectly, any Securities in any entity.

Subsidiaries. (a) Section 2.2(a) The Company has delivered or made available to Parent a complete and accurate list as of the GFI Disclosure Letter sets forth (i) date hereof of each Subsidiary of GFI (individually, a “GFI Subsidiary” the Company and collectivelythe jurisdiction of organization thereof. Except for the Company’s Subsidiaries and marketable securities held for investment or cash management purposes, the “GFI Subsidiaries”)Company does not own, (ii) the number of authorizeddirectly or indirectly, allottedany capital stock of, issued and outstanding Securities of each GFI Subsidiary, (iii) each GFI Subsidiary’s jurisdiction of incorporation or organization and (iv) the location of each GFI Subsidiary’s principal executive offices. Each GFI Subsidiary is a corporation or company limited by shares duly incorporated or a limited liability company, partnership or other entity equity or voting interest in, any Person. (b) Each of the Company’s Subsidiaries is duly organized and is organized, validly existing and, to the extent such concept or a similar concept exists in the relevant jurisdiction, and in good standing under the laws Applicable Laws of the jurisdiction of its incorporation or organization, as respective organization (to the extent the “good standing” concept is applicable in the case may be, and of any jurisdiction outside the United States). Each of the Company’s Subsidiaries has all the requisite corporate or other equivalent power and authority, authority to carry on its respective business as the case may be, it is presently being conducted and to own, lease and or operate its respective properties and assets and to carry on its business in all material respects as currently conductedassets. Each GFI Subsidiary of the Company’s Subsidiaries is duly qualified or licensed to do business and is in good standing in each jurisdiction where the ownership, leasing or operation character of its properties owned or assets leased or conduct the nature of its business requires activities make such qualification necessary (to the extent the “qualification to do business” or license“good standing” concept is applicable in the case of any jurisdiction outside the United States), except where any failures the failure to be so qualified or licensed and in good standing do would not constitute reasonably be expected to have a Company Material Adverse Effect. GFI The Company has delivered or made available to Parent true, complete and correct and complete copies of the Constituent Documents certificates of each GFI Subsidiaryincorporation, articles of association and bylaws (or equivalent organizational documents), as amended and in effect on to date, of the date of this AgreementCompany’s Subsidiaries. (bc) GFI isAll of the outstanding shares of capital stock of, or other equity or voting interests in, each Subsidiary of the Company (i) have been duly authorized, validly issued and are fully paid and nonassessable and (ii) are owned, directly or indirectly, by the record and Beneficial Owner of all of the outstanding Securities of each GFI SubsidiaryCompany (other than director qualifying shares), free and clear of any all Liens (other than Permitted Liens) and free of any other limitation or restriction (including any limitation or restriction on the right to vote, sell, transfer sell or otherwise dispose of such capital stock (other than restrictions on transfer under Applicable Law) or other equity or voting interest) that would prevent the Securitiesoperation by the Surviving Corporation of such Subsidiary’s business as presently conducted. (d) There are no outstanding (i) securities of the Company or any of its Subsidiaries convertible into or exchangeable for shares of capital stock of, or other equity or voting interest in, any Subsidiary of the Company, (ii) options, stock appreciation rights, warrants, restricted stock units, rights or other commitments or agreements to acquire from the Company or any of its Subsidiaries, or that obligate the Company or any of its Subsidiaries to issue, any capital stock of, or other equity or voting interest in, or any securities convertible into or exchangeable for shares of capital stock of, or other equity or voting interest in, any Subsidiary of the Company, (iii) obligations of the Company to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment (whether payable in equity, cash or otherwise) relating to any capital stock of, or other equity or voting interest (including any voting debt) in, any Subsidiary of the Company (the items in clauses (i), (ii) and (iii), together with the capital stock of the Subsidiaries of the Company, being referred to collectively as “Subsidiary Securities”) or (iv) other than, in each case, obligations by the Company or any limitation of its Subsidiaries to make any payments based on the price or restriction imposed by any federal, state or foreign securities Laws. All of such Securities have been duly authorized, validly issued, fully paid and, where applicable, are non-assessable (and no such Securities have been issued in violation value of any preemptive Subsidiary Securities. There are no Contracts of any kind which obligate the Company or similar rights). Except for the Securities any of the GFI Subsidiariesits Subsidiaries to repurchase, GFI does not own, directly redeem or indirectly, otherwise acquire any Securities in any entityoutstanding Subsidiary Securities.

Subsidiaries. (a) Section 2.2(a) Each VS Holdco Subsidiary that exists as of the GFI Disclosure Letter sets forth (i) date hereof is, and as of the Closing each VS Holdco Subsidiary of GFI (individuallywill be, a “GFI Subsidiary” and collectively, the “GFI Subsidiaries”), (ii) the number of authorized, allotted, issued and outstanding Securities of each GFI Subsidiary, (iii) each GFI Subsidiary’s jurisdiction of incorporation or organization and (iv) the location of each GFI Subsidiary’s principal executive offices. Each GFI Subsidiary is a corporation or company limited by shares duly incorporated or a limited liability company, partnership or other an entity duly organized and is organized, validly existing and, to the extent such concept or a similar concept exists in the relevant jurisdiction, and in good standing (with respect to jurisdictions that recognize such concept) under the laws of the its jurisdiction of its incorporation organization and has, or organizationwill have as of the Closing, as the case may beapplicable, and has all requisite corporate or other necessary power and authority, as the case may be, to own, lease and operate its properties and assets and authority to carry on its business as conducted now or as of the Closing, as applicable (except where failure to so exist and be in all good standing would not reasonably be expected to be, individually or in the aggregate, material respects to the Business or the Acquired Companies (taken as currently conducteda whole)). Each GFI VS Holdco Subsidiary is that exists as of the date hereof is, and as of the Closing each VS Holdco Subsidiary will be, duly qualified or licensed to do business as a foreign entity, and is each VS Holdco Subsidiary that exists as of the date hereof is, and as of the Closing each VS Holdco Subsidiary will be, in good standing (with respect to jurisdictions that recognize such concept), in each jurisdiction where the ownership, leasing or operation of its properties or assets or conduct of its business requires such qualification or licenseis necessary, except for those jurisdictions where any failures failure to be so qualified or licensed and in good standing do (with respect to jurisdictions that recognize such concept) would not constitute reasonably be expected to be, individually or in the aggregate, material to the Business and the Acquired Companies (taken as a Material Adverse Effect. GFI has delivered or made available to Parent true, correct and complete copies of the Constituent Documents of each GFI Subsidiary, as amended and in effect on the date of this Agreementwhole). (b) GFI isAs of the date hereof, all of the outstanding shares of capital stock, voting securities and equity interests of each VS Holdco Subsidiary that exists as of the date hereof are owned by Parent, directly or indirectly, the record and Beneficial Owner of all of the outstanding Securities of each GFI Subsidiary, free and clear of any Liens Lien and free of any other limitation or restriction (including any limitation or restriction on the right to vote, sell, transfer sell or otherwise dispose of the Securitiessuch capital stock, voting securities or equity interests), other than, in each case, except for any such limitation or restriction imposed by any federal, state on the ownership or foreign securities Laws. All transfer of such Securities have been duly authorizedcapital stock, validly issuedvoting securities or equity interests under applicable securities laws or pursuant to the Organizational Documents of such VS Holdco Subsidiary. Except as set forth in this first sentence of this Section 3.07(b) or resulting from the consummation of the Restructuring Transactions, fully paid andthere are no outstanding (i) shares of capital stock, where applicable, are non-assessable (and no such Securities have been issued in violation voting securities or equity interests of any preemptive VS Holdco Subsidiary, (ii) securities of any Acquired Company convertible into or similar rightsexchangeable for shares of capital stock, voting securities or equity interests of any VS Holdco Subsidiary or (iii) options or other rights to acquire from any Acquired Company, or other obligation of any Acquired Company to issue, any capital stock, voting securities or equity interests or securities convertible into or exchangeable for capital stock, voting securities or equity interests of any VS Holdco Subsidiary (the items in clauses (i), (ii) and (iii) being referred to collectively as the “VS Holdco Subsidiary Securities”). There are no outstanding obligations of any Acquired Company to repurchase, redeem or otherwise acquire any VS Holdco Subsidiary Securities except pursuant to the Organizational Documents of any Acquired Company or the Restructuring Transactions. Except for this Agreement, the Securities Organizational Documents of the GFI SubsidiariesVS Holdco Subsidiaries and the agreements and instruments to the extent necessary to consummate the Restructuring Transactions, GFI does not ownthere are no agreements or other instruments relating to the issuance, sale or transfer of any capital stock, voting securities or equity interests of any VS Holdco Subsidiary. As of the Closing, all of the outstanding capital stock, voting securities and equity interests of (i) the VS Holdco Subsidiaries that are owned, directly or indirectly, by Parent as of the date hereof, and (ii) the VS Holdco Subsidiaries that are formed after the date hereof pursuant to the Restructuring Transactions will, except for changes since the date hereof resulting from transactions or actions taken with Buyer’s prior written consent pursuant to Section 5.01(b) or pursuant to the Restructuring Transactions, be owned, directly or indirectly, by VS Holdco as set forth in the Restructuring Plan, free and clear of all Liens and any Securities other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock, voting securities or equity interests), except for any such limitation or restriction on the ownership or transfer of such capital stock, voting securities or equity interests under applicable securities laws or pursuant to the Organizational Documents of the applicable VS Holdco Subsidiary. Except as set forth on Section 3.07(b) of the Parent Disclosure Schedule, as of the Closing, VS Holdco will not own any equity interests in any entityPerson other than a VS Holdco Subsidiary.