Common use of Organization, Good Standing and Qualification Clause in Contracts

Organization, Good Standing and Qualification. The Company is a legal entity duly incorporated, validly existing and in good standing under the Laws of the State of Delaware and has all requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted, except where the failure to have such power or authority (x) would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect and (y) would not reasonably be expected, individually or in the aggregate, to prevent the Company from consummating the Merger by the Outside Date. The Company is qualified to do business and is in good standing in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so qualified or in good standing would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Each of the Company’s Subsidiaries is a legal entity duly organized, validly existing and in good standing (with respect to jurisdictions that recognize such concept or a similar concept) under the Laws of its respective jurisdiction of organization and has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted and is qualified to do business and is in good standing as a foreign corporation or other legal entity (with respect to jurisdictions that recognize such concept or a similar concept) in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so organized, existing, qualified or in good standing, or to have such power or authority, (x) would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect and (y) would not reasonably be expected, individually or in the aggregate, to prevent the Company from consummating the Merger by the Outside Date. The Company has made available to Parent prior to the date of this Agreement true, correct and complete copies of the Company’s certificate of incorporation and bylaws, each as amended to the date of this Agreement, and each as so disclosed is in full force and effect.

Organization, Good Standing and Qualification. The Company is a legal entity duly incorporated, validly existing and in good standing under the Laws of the State of Delaware and has all requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted, except where the failure to have such power or authority (xa) would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect and (y) would not reasonably be expected, individually or in the aggregate, to prevent the Company from consummating the Merger by the Outside Date. The Company is qualified to do business and is in good standing in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so qualified or in good standing would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Each of the Company’s Subsidiaries Parent and Merger Sub (i) is a legal entity duly organized, validly existing and and, to the extent such concept is applicable, in good standing (with respect to jurisdictions that recognize such concept or a similar concept) under the Laws of its respective jurisdiction of organization and organization, (ii) has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently currently conducted in all material respects and (iii) is qualified to do business and and, to the extent such concept is applicable, is in good standing as a foreign corporation or other legal entity (with respect to jurisdictions that recognize such concept or a similar concept) in each jurisdiction where the ownership, leasing or operation of its properties or assets or properties or conduct of its business requires such qualification, except as would not, individually or in the aggregate, reasonably be expected to prevent, materially impair or materially delay the ability of Parent or Merger Sub to consummate the Transactions or have a Parent Material Adverse Effect. Parent has provided to the Company the complete and correct copies of Merger Sub’s Organizational Documents as amended through the date of this Agreement. (b) Each of Parent’s “significant subsidiaries” (as such term is defined in Rule 1-02(w) of Regulation S-X promulgated by the SEC) is a legal entity duly organized, validly existing and, to the extent such concept is applicable, in good standing under the Laws of its respective jurisdiction of organization, except as would not reasonably be expected to, individually or in the aggregate, have a Parent Material Adverse Effect or prevent, materially impair or materially delay the ability of Parent or Merger Sub to consummate the Transactions. Each of Parent’s “significant subsidiaries” (as such term is defined in Rule 1-02(w) of Regulation S-X promulgated by the SEC) has all requisite corporate or similar organizational power and authority to own, lease and operate its properties and assets and to carry on its business as currently conducted and is qualified to do business and, to the extent such concept is applicable, is in good standing as a foreign corporation or other legal entity in each jurisdiction where the failure to be so organizedownership, existingleasing or operation of its properties or assets or conduct of its business requires such qualification, qualified or except, in good standingeach case, or to have such power or authority, (x) as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect and (y) would not reasonably be expectedor prevent, individually materially impair or in materially delay the aggregate, ability of Parent or Merger Sub to prevent consummate the Company from consummating the Merger by the Outside Date. The Company has made available to Parent prior to the date of this Agreement true, correct and complete copies of the Company’s certificate of incorporation and bylaws, each as amended to the date of this Agreement, and each as so disclosed is in full force and effectTransactions.

Organization, Good Standing and Qualification. The Company is a legal entity corporation duly incorporatedorganized, validly existing and in good standing under the Laws of the State of Delaware and has all requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted, except where the failure to have such power or authority (x) would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect conducted and (y) would not reasonably be expected, individually or in the aggregate, to prevent the Company from consummating the Merger by the Outside Date. The Company is qualified to do business and is in good standing as a foreign corporation or similar entity in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so qualified or in good standing would not reasonably be expected as a foreign corporation or similar entity or to havehave such power or authority, are not, individually or in the aggregate, reasonably expected to have a Company Material Adverse Effect. Each of the Company’s Subsidiaries Company Subsidiary is a legal entity duly organized, validly existing and in good standing (with respect to jurisdictions that recognize such concept or a similar concept) under the Laws of its respective jurisdiction of organization and has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted and is qualified to do business and is in good standing as a foreign corporation or other legal similar entity (with respect to jurisdictions that recognize such concept or a similar concept) in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so organized, existing, qualified or in good standing, or to have such power or authority, (x) would not reasonably be expected to haveare not, individually or in the aggregate, reasonably expected to have a Company Material Adverse Effect and (y) would not reasonably be expected, individually or in the aggregate, to prevent the Company from consummating the Merger by the Outside DateEffect. The Company has made available to Parent prior to the date of this Agreement true, complete and correct and complete copies of the Company’s certificate of incorporation charters and bylaws, each as amended to and in effect on the date of this Agreement. As used in this Agreement, the term (i) “Subsidiary” means, with respect to any Person, any other Person of which at least a majority of the securities or ownership interests having by their terms ordinary voting power to elect a majority of the board of directors or other Persons performing similar functions is directly or indirectly owned or controlled by such Person and/or by one or more of its Subsidiaries and each (ii) “Company Material Adverse Effect” means any event, change, effect, development, circumstance, state of facts, condition or occurrence (each, an “Effect”) that, when considered individually or in the aggregate with all other Effects, is or would reasonably be expected to have a material adverse effect on (x) the ability of the Company to timely perform its obligations under, or consummate the transactions contemplated by, this Agreement (together with the Offer and the Merger, the “Transactions” provided that, the Transactions, for purposes of the Company’s representations and warranties, shall not include any Financing) or (y) the business, condition (financial or otherwise) or results of operations of the Company and its Subsidiaries, taken as so disclosed is a whole; provided that no change or development resulting from or arising out of any of the following, alone or in full force and effect.combination, shall be deemed to constitute or be taken into account in determining whether there has been a Company Material Adverse Effect under clause (y):

Organization, Good Standing and Qualification. The Company is a legal entity duly incorporatedorganized, validly existing and in good standing under the Laws of the State of Delaware and has all requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted, except where the failure to have such power or authority (x) would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect and (y) would not reasonably be expected, individually or in the aggregate, to prevent the Company from consummating the Merger by the Outside Date. The Company is qualified to do business and is in good standing in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so qualified or in good standing would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Each of the Company’s Subsidiaries is a legal entity duly organized, validly existing and in good standing (with respect to jurisdictions that recognize such concept or a similar concept) under the Laws of its respective jurisdiction of organization and has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted and is qualified to do business and is in good standing as a foreign corporation or other legal entity (with respect to jurisdictions that recognize such concept or a similar concept) in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so organized, existing, qualified or in good standing, or to have such power or authority, (x) would not reasonably be expected to haveare not, individually or in the aggregate, reasonably likely to have a Material Adverse Effect and (y) would not reasonably be expected, individually or in the aggregate, to prevent the Company from consummating the Merger by the Outside Dateas defined below). The Company has made available to Parent prior to the date of this Agreement true, complete and correct and complete copies of the Company’s its certificate of incorporation and bylaws, each as amended to the date of this Agreementhereof, and each as so disclosed delivered is in full force and effect.. Section 5.1(a) of the Company Disclosure Letter contains a correct and complete list of each jurisdiction where the Company is organized and qualified to do business. The Company has no Subsidiaries. As used in this Agreement, the term (i) “Subsidiary” means, with respect to any Person, any other Person of which at least a majority of the securities or ownership interests having by their terms ordinary voting power to elect a majority of the board of directors or other persons performing similar functions is directly or indirectly owned or controlled by such Person and/or by one or more of its Subsidiaries, and (ii) “Material Adverse Effect” with respect to the Company means a material adverse effect on the (x) properties, assets, or liabilities of the Company that is materially adverse to the Company as a whole or (y) business, financial condition or results of operations of the Company; provided, however, that none of the following, in and of themselves, shall be deemed to be or constitute a Material Adverse Effect, or shall be taken into account when determining whether a Material Adverse Effect has occurred or would be reasonably likely to occur (as applicable):

Organization, Good Standing and Qualification. The (a) Each of the Company and the Operating Company is a legal entity corporation duly incorporatedorganized, validly existing and in good standing under the Laws of the State of Delaware Delaware. Each of the Company and the Operating Company has all requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its business in all material respects as presently currently conducted. Each of the Company and the Operating Company is qualified to do business and, to the extent such concept is applicable, is in good standing as a foreign corporation or other legal entity in each jurisdiction where the ownership, leasing or operation of its properties or assets or conduct of its business requires such qualification, except where the failure to have such power or authority (x) as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect and (y) would not reasonably be expectedor prevent, individually materially impair, or in materially delay the aggregate, to prevent ability of the Company from consummating to consummate the Merger by the Outside Date. The Company is qualified to do business and is in good standing in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so qualified or in good standing would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Transactions. (b) Each of the Company’s Subsidiaries (excluding the Operating Company) is a legal entity duly organized, validly existing and and, to the extent such concept is applicable, in good standing (with respect to jurisdictions that recognize such concept or a similar concept) under the Laws of its respective jurisdiction of organization organization, except as would not reasonably be expected to, individually or in the aggregate, be material to the Company and its Subsidiaries, taken as a whole or prevent, materially impair or materially delay the ability of the Company to consummate the Transactions. Each of the Company’s Subsidiaries (excluding the Operating Company) has all requisite corporate or similar organizational power and authority to own, lease and operate its properties and assets and to carry on its business as presently currently conducted and is qualified to do business and and, to the extent such concept is applicable, is in good standing as a foreign corporation or other legal entity (with respect to jurisdictions that recognize such concept or a similar concept) in each jurisdiction where the ownership, leasing or operation of its properties or assets or properties or conduct of its business requires such qualification, except where the failure to be so organizedexcept, existingin each case, qualified or in good standing, or to have such power or authority, (x) as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect and (y) would not reasonably be expectedor prevent, individually materially impair or in materially delay the aggregate, to prevent ability of the Company from consummating to consummate the Merger by the Outside Date. The Company has made available to Parent prior to the date of this Agreement true, correct and complete copies of the Company’s certificate of incorporation and bylaws, each as amended to the date of this Agreement, and each as so disclosed is in full force and effectTransactions.

Organization, Good Standing and Qualification. The Company is a legal entity public limited company duly incorporated, organized and validly existing and in good standing under the Laws of the State of Delaware England and has all requisite corporate power Wales. Except as is not and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted, except where the failure to have such power or authority (x) would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect Effect, each of the Significant Subsidiaries is a legal entity duly incorporated or organized, validly existing and (y) would not reasonably be expected, individually or in the aggregate, to prevent the Company from consummating the Merger by the Outside Date. The Company is qualified to do business and is in good standing (to the extent the “good standing” concept is applicable in each the case of any jurisdiction where outside the ownership, leasing or operation United States) under the Laws of the jurisdiction of its assets incorporation or properties or conduct of its business requires such qualification, except where the failure to be so qualified or in good standing organization. Except as is not and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Each , each of the Company’s Company and the Significant Subsidiaries is a legal entity duly organized, validly existing and in good standing (with respect to jurisdictions that recognize such concept or a similar concept) under the Laws of its respective jurisdiction of organization and has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted conducted. Each of the Company and the Significant Subsidiaries is duly qualified or licensed to do business and is in good standing (to the extent the “good standing” concept is applicable in the case of any jurisdiction outside the United States) as a foreign corporation or other legal entity (with respect to jurisdictions that recognize such concept or a similar concept) in each jurisdiction where the ownership, leasing or operation of its assets or properties or the conduct of its business requires such qualification, except where the any such failure to be so organized, existing, qualified or licensed or in good standing, or to have such power or authority, (x) standing is not and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect and (y) would not reasonably be expected, individually or in the aggregate, to prevent the Company from consummating the Merger by the Outside DateEffect. The Company has made available to Parent prior to the date of this Agreement true, Buyer complete and correct and complete copies of the Company’s certificate and the Significant Subsidiaries’ articles of association, certificates of incorporation and bylawsbylaws or comparable organizational and governing documents, each as amended to the date of this Agreement, and each as so disclosed provided or made available is in full force and effect.effect on the date of this Agreement. The Company is not in violation of its Articles of Association. None of the Significant Subsidiaries is in violation of its articles of association, certificates of incorporation and bylaws or comparable organizational and governing documents. As used in this Agreement, the term

Organization, Good Standing and Qualification. The Company is a legal entity duly incorporated, validly existing and in good standing under the Laws of the State of Delaware and has all requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted, except where the failure to have such power or authority (x) would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect and (y) would not reasonably be expected, individually or in the aggregate, to prevent the Company from consummating the Merger by the Outside Date. The Company is qualified to do business and is in good standing in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so qualified or in good standing would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Each of the Company’s Company and its Subsidiaries is a legal entity duly organized, validly existing and in good standing (with respect to jurisdictions that recognize such concept or a similar concept) under the Laws of its respective jurisdiction of organization and has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted and is qualified to do business and is in good standing as a foreign corporation or other legal entity (with respect to jurisdictions that recognize such concept or a similar concept) in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so organized, existing, qualified or in good standing, or to have such power or authority, (x) would not reasonably be expected to haveare not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect and (y) would not reasonably be expected, individually or in the aggregate, to prevent the Company from consummating the Merger by the Outside Dateas defined below). The Company has made available to Parent prior to the date of this Agreement true, complete and correct and complete copies of the Company’s certificate and its Subsidiaries’ articles of incorporation and bylawsby-laws or comparable governing documents, each as amended to the date of this Agreementhereof, and each as so disclosed delivered is in full force and effect.. Section 5.1(a) of the Company Disclosure Letter contains a correct and complete list of each jurisdiction where the Company and its Subsidiaries are organized and qualified to do business. M▇▇▇▇▇▇▇-Nigeria, Ltd. (Nigeria) is not and has never engaged in business in Nigeria or in any other location and does not have any assets or liabilities. As used in this Agreement, the term (i) “Subsidiary” means, with respect to any Person, any other Person of which at least a majority of the securities or ownership interests having by their terms ordinary voting power to elect a majority of the board of directors or other persons performing similar functions is directly or indirectly owned or controlled by such Person and/or by one or more of its Subsidiaries; for the avoidance of doubt, the parties agree that Hansford Associates Limited Partnership, a West Virginia limited partnership, is not a Subsidiary of the Company for purposes of this Agreement, and (ii) “Company Material Adverse Effect” means a material adverse effect on the financial condition, properties, assets, liabilities, business or results of operations of the Company and its Subsidiaries, taken as a whole; provided, however, that none of the following, in and of itself or themselves, shall constitute a Company Material Adverse Effect:

Organization, Good Standing and Qualification. The (a) Each of the Company and each of its subsidiaries (the "Company Subsidiaries") is a legal entity corporation duly incorporatedorganized, validly existing and in good standing under the Laws laws of the State its jurisdiction of Delaware incorporation, and has all requisite corporate power and authority under such laws to own, own or lease and operate its properties and assets and to carry on its business as presently now conducted. Each of the Company and each of the Company Subsidiaries is duly qualified or licensed to do business as a foreign corporation in good standing in each jurisdiction in which the nature of the business transacted by it or the character of the properties owned or leased by it requires it to so qualify or be licensed, except where the failure to have such power so qualify or authority (x) would not reasonably be expected to have, individually licensed or in the aggregate, a Material Adverse Effect and (y) would not reasonably be expected, individually or in the aggregate, to prevent the Company from consummating the Merger by the Outside Date. The Company is qualified to do business and is in good standing would not (i) have a material adverse effect on the results of operations, assets, liabilities or financial condition of the Company and the Subsidiaries considered as a single enterprise or (ii) impair in any material respect the ability of the Company to perform any of its obligations or agreements hereunder or under the Ancillary Agreements or consummate the transactions contemplated hereby or thereby (collectively, a "Material Adverse Effect"). Subject to the requisite approvals of the Company's stockholders as described in Section 2.1.2, the Company has the corporate power and authority to execute, deliver and perform this Agreement and the Ancillary Agreements, and to issue, sell and deliver the Shares. (b) The Company conducts its insurance operations through Provident Life and Accident Insurance Company, Provident National Assurance Company and Provident Life and Casualty Insurance Company (collectively, the "Company Insurance Subsidiaries"). Except as disclosed in Schedule 2.1.1, each of the Company Insurance Subsidiaries is (i) duly licensed or authorized as an insurance company in its jurisdiction of incorporation, (ii) duly licensed or authorized as an insurance company in each other jurisdiction where it is required to be so licensed or authorized, and (iii) duly authorized in its jurisdiction of incorporation and each other applicable jurisdiction to write each line of business reported as being written in the ownershipCompany SAP Statements (as hereinafter defined), leasing or operation of its assets or properties or conduct of its business requires except, in any such qualificationcase, except where the failure to be so qualified licensed or in good standing would authorized is not reasonably be expected likely to have, individually or result in the aggregate, a Material Adverse Effect. Each . (c) Except for the Company Subsidiaries (including Revere after consummation of the Company’s Subsidiaries is a legal entity duly organizedMerger) and as set forth in the 1995 SAP Statements or in Schedule 2.1.1, validly existing and in good standing (with respect to jurisdictions that recognize such concept the Company does not directly or a similar concept) under the Laws of its respective jurisdiction of organization and has all requisite corporate indirectly own any equity or similar power and authority to owninterest in, lease and operate its properties and assets and to carry on its business as presently conducted and is qualified to do business and is in good standing as a foreign corporation or any interest convertible into or exchangeable or exercisable for any equity or similar interest in, any corporation, partnership, joint venture or other legal business association or entity (with respect to jurisdictions that recognize such concept directly or a similar concept) in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so organized, existing, qualified or in good standing, or to have such power or authority, (x) would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect and (y) would not reasonably be expected, individually or in the aggregate, to prevent the Company from consummating the Merger by the Outside Date. The Company has made available to Parent prior indirectly conducts any activity which is material to the date of this Agreement true, correct and complete copies of the Company’s certificate of incorporation and bylaws, each as amended to the date of this Agreement, and each as so disclosed is in full force and effect.

Organization, Good Standing and Qualification. (a) The Company and each entity that is a legal Subsidiary of the Company as of the date hereof (the “Company Subsidiaries”) is a corporation, limited liability company, partnership or other entity duly incorporated, organized and validly existing and in good standing under the Laws laws of the State jurisdiction of Delaware its organization and has all requisite corporate entity power and authority to own, operate and lease and operate its properties and assets and to carry on its business as presently now conducted, except where the failure to have such power or authority . (xb) would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect The Company and (y) would not reasonably be expected, individually or in the aggregate, to prevent each of the Company from consummating the Merger by the Outside Date. The Company Subsidiaries is duly qualified to do business and/or licensed, as may be required, and is in good standing in each jurisdiction where of the ownershipjurisdictions in which the nature of the business conducted by it or the character of the property owned, leasing leased or operation of its assets or properties or conduct of its business requires used by it makes such qualificationqualification and/or licensing necessary, except where the failure to be so qualified and/or licensed does not constitute a Company Material Adverse Effect. A “Company Material Adverse Effect” means, with respect to the Company, any fact, circumstance, occurrence, event, development, change or in good standing condition, either individually or together with one or more other contemporaneously existing facts, circumstances, occurrences, events, developments, changes or conditions that is, or would not reasonably be expected to havebe, individually materially adverse to the business or financial condition of the Company and the Company Subsidiaries considered collectively as a single enterprise; provided, however, that any such fact, circumstance, occurrence, event, development, change or condition (or combination thereof) shall not be considered in determining whether a Company Material Adverse Effect has occurred to the extent it results from (A) a change in Law, or the United States generally accepted accounting principles (“GAAP”) or interpretations thereof, (B) general economic, market, oilfield services industry, or political conditions (including acts of terrorism or war or other force majeure events), (C) any change in the aggregateCompany’s stock price, trading volume or credit rating (unless due to a circumstance which would separately constitute a Company Material Adverse Effect. Each of the Company’s Subsidiaries is a legal entity duly organized, validly existing and in good standing (with respect to jurisdictions that recognize such concept or a similar concept) under the Laws of its respective jurisdiction of organization and has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted and is qualified to do business and is in good standing as a foreign corporation or other legal entity (with respect to jurisdictions that recognize such concept or a similar concept) in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so organized, existing, qualified or in good standing, or to have such power or authority), (xD) would not reasonably be expected to have, individually the announcement or in the aggregate, a Material Adverse Effect and (y) would not reasonably be expected, individually or in the aggregate, to prevent the Company from consummating the Merger by the Outside Date. The Company has made available to Parent prior to the date of this Agreement true, correct and complete copies of the Company’s certificate of incorporation and bylaws, each as amended to the date pendency of this Agreement, and each any actions taken in compliance with this Agreement or the consummation of the Merger, (E) acts of God, earthquakes or similar catastrophes, any weather related event or any outbreak of illness or other public health event, or (F) the failure of the Company to meet internal or analysts’ expectations, projections or budgets (unless due to a circumstance which would separately constitute a Company Material Adverse Effect); provided, however, that (i) any fact, circumstance, occurrence, effect, development, change or condition referred to in clauses (A), (B) or (E) shall be taken into account for purposes of determining whether a Company Material Adverse Effect has occurred to the extent, but only to the extent, such fact, circumstance, occurrence, effect, development, change or condition adversely affects the Company in a disproportionate manner as so disclosed is compared to other participants in full force and effectthe oilfield services industry.

Organization, Good Standing and Qualification. The Company is a legal entity duly incorporated, validly existing and in good standing under the Laws of the State of Delaware and has all requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted, except where the failure to have such power or authority (x) would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect and (y) would not reasonably be expected, individually or in the aggregate, to prevent the Company from consummating the Merger by the Outside Date. The Company is qualified to do business and is in good standing in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so qualified or in good standing would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Each of the Company’s Company and its Subsidiaries is a legal entity duly organized, validly existing and in good standing (with respect to jurisdictions that recognize such concept or a similar concept) under the Laws of its respective jurisdiction of organization and has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted and is qualified to do business and is in good standing as a foreign corporation (or other legal entity (with respect to jurisdictions that recognize such concept or a similar conceptapplicable entity) in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so organized, validly existing, qualified or in good standing, or to have such power or authority, (x) would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect and (y) would not reasonably be expected, individually or in the aggregate, to prevent the Company from consummating the Merger by the Outside DateEffect. The Company has made available to Parent prior to the date of this Agreement true, complete and correct and complete copies of the Company’s certificate and its Significant Subsidiaries’ certificates of incorporation and bylawsby-laws or comparable governing documents, each as amended to the date of this Agreementhereof, and each as so disclosed delivered is in full force and effect.. As used in this Agreement, the term (i) “Subsidiary” means, with respect to any Person, any other Person of which at least a majority of the securities or ownership interests having by their terms ordinary voting power to elect a majority of the board of directors or other persons performing similar functions is directly or indirectly owned or controlled by such Person and/or by one or more of its Subsidiaries, (ii) “Significant Subsidiary” is as defined in Rule 1.02(w) of Regulation S-X promulgated pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and (iii) “Company Material Adverse Effect” means a material adverse effect on the financial condition, properties, assets, liabilities, business or results of operations of the Company and its Subsidiaries taken as a whole; provided, however, that to the extent any effect is caused by or results from any of the following it shall not be taken into account in determining whether there has been a Company Material Adverse Effect:

Organization, Good Standing and Qualification. The Company (a) Parent and each of the Subsidiaries of Parent (including Merger Sub) as of the date hereof (the “Parent Subsidiaries”) is a legal corporation, limited liability company, partnership or other entity duly incorporated, organized and validly existing and in good standing under the Laws laws of the State jurisdiction of Delaware its organization and has all requisite corporate entity power and authority to own, operate and lease and operate its properties and assets and to carry on its business as presently now conducted. (b) Parent and each of the Parent Subsidiaries is duly qualified and/or licensed, except where the failure to have such power or authority (x) would not reasonably as may be expected to haverequired, individually or in the aggregate, a Material Adverse Effect and (y) would not reasonably be expected, individually or in the aggregate, to prevent the Company from consummating the Merger by the Outside Date. The Company is qualified to do business and is in good standing in each jurisdiction where of the ownershipjurisdictions in which the nature of the business conducted by it or the character of the property owned, leasing leased or operation of its assets or properties or conduct of its business requires used by it makes such qualificationqualification and/or licensing necessary, except where the failure to be so qualified and/or licensed does not constitute a Parent Material Adverse Effect. A “Parent Material Adverse Effect” means, with respect to the Parent, any fact, circumstance, occurrence, event, development, change or in good standing condition, either individually or together with one or more other contemporaneously existing facts, circumstances, occurrences, events, developments, changes or conditions that is, or would not reasonably be expected to havebe, individually materially adverse to the business or financial condition of the Parent and the Parent Subsidiaries considered collectively as a single enterprise; provided, however, that any such fact, circumstance, occurrence, event, development, change or condition (or combination thereof) shall not be considered in determining whether a Parent Material Adverse Effect has occurred to the aggregateextent it results from (A) a change in Law or GAAP or interpretations thereof, (B) general economic, market, oilfield services industry, or political conditions (including acts of terrorism or war or other force majeure events), (C) any change in Parent’s stock price, trading volume or credit rating (unless due to a circumstance which would separately constitute a Parent Material Adverse Effect. Each of the Company’s Subsidiaries is a legal entity duly organized, validly existing and in good standing (with respect to jurisdictions that recognize such concept or a similar concept) under the Laws of its respective jurisdiction of organization and has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted and is qualified to do business and is in good standing as a foreign corporation or other legal entity (with respect to jurisdictions that recognize such concept or a similar concept) in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so organized, existing, qualified or in good standing, or to have such power or authority), (xD) would not reasonably be expected to have, individually the announcement or in the aggregate, a Material Adverse Effect and (y) would not reasonably be expected, individually or in the aggregate, to prevent the Company from consummating the Merger by the Outside Date. The Company has made available to Parent prior to the date of this Agreement true, correct and complete copies of the Company’s certificate of incorporation and bylaws, each as amended to the date pendency of this Agreement, and each any actions taken in compliance with this Agreement or the consummation of the Merger, (E) acts of God, earthquakes or similar catastrophes, any weather related event or any outbreak of illness or other public health event, or (F) the failure of Parent to meet internal or analysts’ expectations, projections or budgets (unless due to a circumstance which would separately constitute a Parent Material Adverse Effect); provided, however, that (i) any fact, circumstance, occurrence, effect, development, change or condition referred to in clauses (A), (B) or (E) shall be taken into account for purposes of determining whether a Parent Material Adverse Effect has occurred to the extent, but only to the extent, such fact, circumstance, occurrence, effect, development, change or condition adversely affects Parent in a disproportionate manner as so disclosed is compared to other participants in full force and effectthe oilfield services industry.

Organization, Good Standing and Qualification. The Company is a legal entity duly incorporated, validly existing and in good standing under the Laws of the State of Delaware and has all requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted, except where the failure to have such power or authority (xa) would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect and (y) would not reasonably be expected, individually or in the aggregate, to prevent the Company from consummating the Merger by the Outside Date. The Company is qualified to do business and is in good standing in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so qualified or in good standing would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Each of the CompanyParent, Merger Subs and Parent’s Significant Subsidiaries is a legal entity corporation duly organized, validly existing and in good standing (with respect to jurisdictions that recognize such the concept or a similar conceptof good standing) under the Laws of its respective jurisdiction of organization and has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted conducted, except with respect to Parent’s Subsidiaries, where the failure to be so organized, qualified or in good standing or to have such power or authority when taken together with all other such failures, has not, and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. Each of Parent and its Significant Subsidiaries is duly qualified or licensed to do business and is in good standing as a foreign corporation or other legal entity (with respect to jurisdictions that recognize such the concept or of good standing) as a similar concept) foreign corporation in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so organized, existing, qualified or in good standing, standing or to have such power or authorityauthority when taken together with all other such failures, (x) has not, and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect and Effect. (yb) would not reasonably be expected, individually Parent has delivered or in the aggregate, to prevent the Company from consummating the Merger by the Outside Date. The Company has made available to Parent prior the Company a true and complete copy of Parent’s and each Merger Sub’s currently effective articles of incorporation and bylaws or any equivalent organizational or governing documents, as amended and restated to the date of this Agreement true, correct and complete copies of the Company’s certificate of incorporation and bylaws, each as amended to the date of this Agreement, and each as hereof. Such organizational or governing documents so disclosed is delivered are in full force and effecteffect and none of Parent or Merger Subs is in violation of such organizational documents.

Organization, Good Standing and Qualification. The Company is a legal entity duly incorporated, validly existing and in good standing under the Laws of the State of Delaware and has all requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted, except where the failure to have such power or authority (xi) would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect and (y) would not reasonably be expected, individually or in the aggregate, to prevent the Company from consummating the Merger by the Outside Date. The Company is qualified to do business and is in good standing in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so qualified or in good standing would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Each of the Company’s Company and its Scheduled Subsidiaries is a legal corporation or other entity duly organized, validly existing and and, if applicable, in good standing (with respect to jurisdictions that recognize such concept or a similar concept) under the Laws laws of its respective jurisdiction of organization and has all requisite corporate or similar power and authority to own, operate and lease and operate its properties and assets and to carry on its business as presently conducted and is duly qualified to do business and is in good standing as a foreign corporation or other legal entity (with respect to jurisdictions that recognize such concept or a similar concept) in each jurisdiction where the ownership, operation or leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so organized, existing, qualified or in good standing, or to have such power or authority, (x) would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect and (y) would not reasonably be expected, individually or in the aggregate, to prevent the Company from consummating the Merger by the Outside Date. The Company has made available to Parent prior to the date of this Agreement true, a complete and correct and complete copies copy of the Company’s certificate 's articles of incorporation and bylaws, each as amended to the date of this Agreementdate, and each as so disclosed is which are in full force and effect. As used in this Agreement, "Subsidiary" of the Company, Parent, the Surviving Corporation of any other Person means any entity, whether incorporated or unincorporated, in which the Company, Parent, the Surviving Corporation or such other Person, as the case may be, owns, directly or indirectly, at least a majority of the securities or ownership interests having by their terms ordinary voting power to elect a majority of the board of directors or other persons performing similar functions. As used in this Agreement, the "Scheduled Subsidiaries" of the Company shall mean those corporations or other entities listed in Section 5.2(a)(ii) of the Company Disclosure Letter. All of the outstanding shares of capital stock or other equity interests of each of the Company's Subsidiaries are duly authorized, validly issued, fully paid and nonassessable and owned by the Company or by a direct or indirect wholly owned Subsidiary of the Company, free and clear of any material lien, pledge, security interest, claim or other encumbrance. (ii) Other than its Scheduled Subsidiaries, the Company does not have any Subsidiaries which (a) individually constitute or, if aggregated and treated as one Subsidiary, would constitute a "Significant Subsidiary" within the meaning of Rule 1-02(w) of Regulation S-X under the Exchange Act, (b) have unlimited liability share capital or other equity or similar interests of unlimited liability, or (c) conduct material insurance, fund management, broker-dealer, banking or consumer finance operations. Section 5.2(a)(ii) of the Company Disclosure Letter (A) lists the jurisdiction of organization of each of the Company's Scheduled Subsidiaries, (B) lists each material Governmental Entity that exercises primary supervisory jurisdiction over the Company and each of the Company's Scheduled Subsidiaries with respect to market conduct (sales processes) and/or capital adequacy/financial strength, (C) in the case of the Company's Subsidiaries that conduct insurance operations (collectively, the "Company Insurance Companies"), lists, as of December 31, 2000, the U.S. jurisdictions where the Company Insurance Companies are domiciled or "commercially domiciled" and licensed to do an insurance business for insurance regulatory purposes, and (D) indicates which Subsidiaries in which the Company's interest therein includes unlimited share capital or other equity or similar interests of unlimited liability. Each of the Company and each of its Subsidiaries holds all material licenses or authorizations required or necessary to conduct its business as currently conducted. (iii) As of the date hereof, except as set forth in Section 5.2(a)(iii) of the Company Disclosure Letter, the Company does not own (other than (A) in a bona fide fiduciary capacity or in satisfaction of a debt previously contracted, (B) in the ordinary course of its insurance, annuity, asset management or investment business, (C) in customer accounts held or maintained in the ordinary course, or (D) in any general account or otherwise in the ordinary course to offset insurance liabilities) beneficially, directly or indirectly, (x) any material equity securities or similar material interests of any Person other than its Subsidiaries, or (y) any interest in any general partnership, unlimited company or other Person with share capital or other equity or similar interests of unlimited liability, or any general partnership interest in a limited partnership.

Organization, Good Standing and Qualification. The Company is a legal entity corporation duly incorporated, validly existing and in good standing under the Laws laws of the State Province of Delaware Ontario, Canada and has all requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted, except where the failure to have such power or authority (x) would not reasonably be expected to have, individually or now conducted and described in the aggregate, a Material Adverse Effect and (y) would not reasonably be expected, individually or in the aggregate, to prevent the Company from consummating the Merger by the Outside DateSEC Documents. The Company is duly qualified to do transact business and is in good standing in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualificationjurisdiction, except where the failure to be so qualified or in good standing, as the case may be, could not have or reasonably be expected to result in a Material Adverse Effect. Other than the Persons set forth in Section 2.1 of the Disclosure Schedules, the Company has no Subsidiaries. Each of the Subsidiaries is (i) duly incorporated and validly existing and in good standing under the laws of the jurisdiction of its incorporation and has the requisite power and authority to carry on its business as now conducted and to own or lease its properties and (ii) qualified to do business as a foreign corporation and in good standing in each jurisdiction in which such qualification is required, except in each case as would not reasonably be expected to havehave a Material Adverse Effect. "Subsidiaries" means any Person in which the Company, directly or indirectly, (i) owns any of the outstanding share capital or holds any equity or similar interest of such Person or (ii) controls or operates all or any part of the business, operations or administration of such Person, and each of the foregoing, is individually referred to herein as a "Subsidiary. "Person" means any individual, corporation, partnership, limited liability company, trust, unincorporated organization, government or agency or political subdivision thereof or any other entity. "Material Adverse Effect" means any change, event, circumstance, development, condition, occurrence or effect that, individually or in the aggregate, a Material Adverse Effect. Each of the Company’s Subsidiaries is a legal entity duly organized(a) was, validly existing and in good standing (with respect to jurisdictions that recognize such concept or a similar concept) under the Laws of its respective jurisdiction of organization and has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted and is qualified to do business and is in good standing as a foreign corporation or other legal entity (with respect to jurisdictions that recognize such concept or a similar concept) in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so organized, existing, qualified or in good standingis, or to have such power or authority, (x) would not reasonably be expected to havebe, individually materially adverse to the business, financial condition, properties, assets, liabilities, stockholders' equity or in results of operations of the aggregateCompany and its Subsidiaries, taken as a Material Adverse Effect and whole, or (yb) would not reasonably be expectedmaterially delays or materially impairs the ability of the Company to comply, individually or in the aggregate, to prevent prevents the Company from consummating the Merger by the Outside Date. The Company has made available to Parent prior to the date of this Agreement truecomplying, correct and complete copies of the Company’s certificate of incorporation and bylaws, each as amended to the date of with its obligations under this Agreement, and each as so disclosed is in full force and effectthe other Transaction Documents, or with respect to the Closing, or would reasonably be expected to do so.

Organization, Good Standing and Qualification. (i) The Company is a legal entity corporation duly incorporatedorganized, validly existing and in good standing under the Laws laws of the State of Delaware Nevada, and has all requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted, except where the failure to have such power or authority (x) would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect and (y) would not reasonably be expected, individually or in the aggregate, to prevent the Company from consummating the Merger by the Outside Date. The Company is qualified to do business and is in good standing in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so qualified or in good standing would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Each of the Company’s Subsidiaries (as defined below) is a legal corporation or other entity duly organized, validly existing and in good standing (with respect to jurisdictions that recognize such concept or a similar concept) under the Laws laws of its respective jurisdiction of organization organization, and the Company and each of its Subsidiaries has all requisite corporate or similar power and authority to own, lease own and operate its properties and assets and to carry on its business as presently conducted and is qualified to do business and is in good standing as a foreign corporation or other legal entity (with respect to jurisdictions that recognize such concept or a similar concept) in each jurisdiction where the ownership, leasing ownership or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to have such corporate or similar power and authority or to be so organized, existing, qualified or in good standing, or when taken together with all other such failures, is not reasonably likely to have such power or authority, (x) would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect and (y) would not reasonably be expected, individually or in the aggregate, to prevent the Company from consummating the Merger by the Outside Dateas defined below). The Company has made available to Parent prior to the date of this Agreement true, a complete and correct and complete copies copy of the Company’s certificate 's and each of its Subsidiaries' articles of incorporation and bylawsby-laws or comparable governing instruments, each as amended to the date date. The Company's and its Subsidiaries' articles of this Agreement, incorporation and each as by-laws or comparable governing instruments so disclosed is delivered are in full force and effect. (ii) Section 5.1(a) of the Company Disclosure Letter sets forth each Subsidiary of the Company and its jurisdiction of incorporation. Except for the Company's or any of its Subsidiaries' interest in any of the Company's Subsidiaries, neither the Company nor its Subsidiaries owns directly or indirectly any interest or investment (whether equity or debt) in any Person. (iii) As used in this Agreement, the term (A) "SUBSIDIARY" means, with respect to the Company, Parent or Merger Subsidiary, as the case may be, any entity, whether incorporated or unincorporated, of which such party is the general partner or managing member or of which at least a majority of the securities or ownership interests having by their terms ordinary voting power to elect a majority of the board of directors or other persons performing similar functions is directly or indirectly owned or controlled by such party or by one or more of its respective Subsidiaries, or by such party and any one or more of its respective Subsidiaries, and (B) "COMPANY MATERIAL ADVERSE EFFECT" means a material adverse effect on the financial condition, properties, business or results of operations of the Company and its Subsidiaries taken as a whole.

Organization, Good Standing and Qualification. The Company is a legal entity duly incorporated, validly existing and in good standing under the Laws of the State of Delaware and has all requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted, except where the failure to have such power or authority (x) would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect and (y) would not reasonably be expected, individually or in the aggregate, to prevent the Company from consummating the Merger by the Outside Date. The Company is qualified to do business and is in good standing in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so qualified or in good standing would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Each of the Company’s Subsidiaries and each joint venture entity set forth in Section 5.1(a) of the Company Disclosure Schedule (each, a “Joint Venture Entity”) is a legal entity duly organized, validly existing and in good standing (with respect to jurisdictions that recognize such concept or a similar concept) under the Laws of its respective jurisdiction of organization and has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted and is qualified to do business and is in good standing as a foreign corporation or other legal entity (with respect to jurisdictions that recognize such concept or a similar concept) in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so organized, existing, qualified or in good standing, or to have such power or authority, (x) would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect and (y) would not reasonably be expected, individually or in the aggregate, to prevent the Company from consummating the Merger by the Outside DateEffect. The Company has made available to Parent Parent, prior to the date of this Agreement Agreement, true, correct and complete copies of each of the Company’s Subsidiaries’ and each Joint Venture Entity’s certificate of incorporation and bylawsbylaws or comparable governing documents, each as amended to the date of this Agreement, and each each, as so disclosed disclosed, is in full force and effect.

Organization, Good Standing and Qualification. The Company is a legal entity duly incorporated, validly existing and in good standing under the Laws of the State of Delaware and Delaware. The Company has all requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted, except where the failure to be in good standing or have such power or authority (x) would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect and (y) would not reasonably be expected, individually or in the aggregate, to prevent the Company from consummating the Merger by the Outside DateEffect. The Company is qualified to do business and is in good standing (with respect to jurisdictions that recognize such concept or a similar concept) in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so qualified or in good standing would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Each of the Company’s Subsidiaries is a legal entity duly organized, validly existing and in good standing (with respect to jurisdictions that recognize such concept or a similar concept) under the Laws of its respective jurisdiction of organization and has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted and is qualified to do business and is in good standing as a foreign corporation or other legal entity (with respect to jurisdictions that recognize such concept or a similar concept) in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so organized, existing, qualified or in good standing, or to have such power or authority, (x) would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect and (y) would not reasonably be expected, individually or in the aggregate, to prevent the Company from consummating the Merger by the Outside Date. The Company has made available to Parent prior to the date of this Agreement true, correct and complete copies of the Company’s certificate of incorporation and bylaws, each as amended to the date of this Agreement, and each as so disclosed is in full force and effectEffect.

Organization, Good Standing and Qualification. The Company is a legal entity duly incorporated, validly existing and in good standing under the Laws of the State of Delaware and has all requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted, except where the failure to have such power or authority (xa) would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect and (y) would not reasonably be expected, individually or in the aggregate, to prevent the Company from consummating the Merger by the Outside Date. The Company is qualified to do business and is in good standing in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so qualified or in good standing would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Each of the Company’s Company and its Subsidiaries is a legal entity duly organized, validly existing and in good standing (with respect to jurisdictions that recognize such concept or a similar concept) under the Laws of its respective jurisdiction of organization and has all requisite corporate or similar power and authority to own, lease lease, license and operate its properties and assets and to carry on its business as presently conducted and is qualified to do business and is in good standing as a foreign corporation or other legal entity (with respect to jurisdictions that recognize such concept or a similar concept) in each jurisdiction where the ownership, leasing leasing, licensing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so organized, existing, qualified or in good standing, or to have such power or authority, (x) would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect and (y) would not reasonably be expected, individually or in the aggregate, to prevent the Company from consummating the Merger by the Outside DateEffect. The Company has made available provided to Parent Purchaser prior to the date of this Agreement true, correct and complete copies of the Company’s certificate and its Subsidiaries’ articles of incorporation and bylawsbylaws or comparable governing documents, each as amended to the date of this Agreement, and each as so disclosed delivered is in full force and effect. (b) As used in this Agreement, the term (i) “Subsidiary” means, with respect to any Person, any other Person of which at least a majority of the securities or ownership interests having by their terms ordinary voting power to elect a majority of the board of directors or other persons performing similar functions is directly or indirectly owned or controlled by such Person and/or by one or more of its Subsidiaries; provided, however, for the avoidance of doubt, that BB Brand Holdings LLC, a Delaware limited liability company (the “Joint Venture”), shall not be deemed a Subsidiary of the Company for purposes of this Agreement, (ii) “Person” means any individual, corporation (including not-for-profit), general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, Governmental Entity or other entity of any kind or nature and (iii) “Material Adverse Effect” means a change, effect, event, circumstance, occurrence or state of facts that is materially adverse to the business, condition (financial or otherwise), properties, assets, liabilities (contingent or otherwise) or results of operations of the Company and its Subsidiaries, taken as a whole, provided, however, that any changes, effects, events, circumstances, occurrences or state of facts, either alone or in combination, resulting from any of the following shall not constitute a Material Adverse Effect:

Organization, Good Standing and Qualification. The Company is a legal entity duly incorporated, validly existing and in good standing under the Laws of the State of Delaware and has all requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted, except where the failure to have such power or authority (x) would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect and (y) would not reasonably be expected, individually or in the aggregate, to prevent the Company from consummating the Merger by the Outside Date. The Company is qualified to do business and is in good standing in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so qualified or in good standing would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Each of the Company’s Company and its Subsidiaries is a legal entity duly organized, validly existing and (to the extent such concept is applicable) in good standing (with respect to jurisdictions that recognize such concept or a similar concept) under the Laws (as defined in Section 5.1(i)) of its respective jurisdiction of organization and has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted and is qualified to do business and is in good standing as a foreign corporation or other legal entity (with respect to jurisdictions that recognize such concept or a similar concept) in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so organized, existing, qualified or in good standing, or to have such power or authority, (x) would not reasonably be expected to haveare not, individually or in the aggregate, reasonably likely to result in a Material Adverse Effect and (y) would not reasonably be expected, individually or in the aggregate, to prevent the Company from consummating the Merger by the Outside Dateas defined below). The Company has made available to Parent prior to the date of this Agreement true, complete and correct and complete copies of the Company’s certificate articles of incorporation and bylaws, each as amended to the date of this Agreementdate, and each as so disclosed delivered is in full force and effect.. Section 5.1(a) of the Company Disclosure Letter contains a correct and complete list of each jurisdiction where the Company and its Subsidiaries are organized. As used in this Agreement, the term (i) “Subsidiary” means, with respect to any Person, any other Person of which at least a majority of the securities or ownership interests having by their terms ordinary voting power to elect a majority of the board of directors or other persons performing similar functions is directly or indirectly owned or controlled by such Person and/or by one or more of its Subsidiaries, (ii) “Significant Subsidiary” is as defined in Rule 1-02(w) of Regulation S-X promulgated pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and (iii) “Material Adverse Effect” with respect to any Person means a material adverse effect on the financial condition, properties, or results of operations of the Person and its Subsidiaries taken as a whole other than any effect caused by or resulting from:

Organization, Good Standing and Qualification. The Company is a legal entity duly incorporated, validly existing and in good standing under the Laws of the State of Delaware and has all requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted, except where the failure to have such power or authority (x) would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect and (y) would not reasonably be expected, individually or in the aggregate, to prevent the Company from consummating the Merger by the Outside Date. The Company is qualified to do business and is in good standing in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so qualified or in good standing would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Each of the Company’s Company and its Subsidiaries is a legal entity corporation duly organized, validly existing and in good standing (with respect to jurisdictions that recognize such concept or a similar concept) under the Laws of its respective jurisdiction of organization and has all requisite corporate or similar power and authority to own, lease own and operate its properties and assets and to carry on its business as presently currently conducted and is qualified to do business and is in good standing as a foreign corporation or other legal entity (with respect to jurisdictions that recognize such concept or a similar concept) in each jurisdiction where the ownership, leasing ownership or operation of its properties and assets or properties or conduct of its business requires such qualification, except where the failure to be so organized, existing, qualified as a foreign corporation or be in good standing, or to have such power or authority, (x) standing would not be reasonably be expected to havelikely to, either individually or in the aggregate, have a Company Material Adverse Effect and (y) would not reasonably be expected, individually or in the aggregate, to prevent the Company from consummating the Merger by the Outside Dateas defined herein). The Company has heretofore made available to Parent prior to the date of this Agreement true, complete and correct and complete copies of the Company’s and each of its Subsidiaries’ certificate of incorporation and bylawsby-laws (or comparable governing instruments), as amended. The certificate of incorporation and by-laws (or comparable governing instruments) of each as amended to the date of this Agreement, Company and each as its Subsidiaries so disclosed is made available are in full force and effect. Section 3.1(a) of the Company Disclosure Schedules sets forth a list of all of the Subsidiaries of Company, the jurisdictions under which such Subsidiaries are incorporated, and the percent of the equity interest therein owned by Company and each other Subsidiary of Company, as applicable. Except as disclosed in Section 3.1(a) of the Company Disclosure Schedules, Company does not directly or indirectly own any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for any equity or similar interest in, any corporation, partnership, joint venture or other business association or entity. As used in this Agreement, the term “Subsidiary” means, with respect to Company, Parent or Merger Sub, as the case may be, any entity, whether incorporated or unincorporated, of which at least a majority of the securities or ownership interests having by their terms ordinary voting power to elect a majority of the board of directors or other Persons performing similar functions is directly or indirectly owned or controlled by such party or by one or more of its respective Subsidiaries or by such party and any one or more of its respective Subsidiaries. As used in this Agreement, the term “Affiliate” shall mean, with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under common control with, such Person; provided, that, for the purposes of this definition, “control” (including, with correlative meanings, the terms “controlled by” and “under common control with”), as used with respect to any Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise.

Organization, Good Standing and Qualification. The Company is a legal entity duly incorporated, validly existing and in good standing under the Laws of the State of Delaware and has all requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted, except where the failure to have such power or authority (xi) would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect and (y) would not reasonably be expected, individually or in the aggregate, to prevent the Company from consummating the Merger by the Outside Date. The Company is qualified to do business and is in good standing in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so qualified or in good standing would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Each of the Company’s Company and its Subsidiaries is a legal an entity duly organized, validly existing and (to the extent the concept of good standing exists in the applicable jurisdiction) in good standing (with respect to jurisdictions that recognize such concept or a similar concept) under the Laws of its respective jurisdiction of organization and has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted and is qualified to do business and is in good standing as a foreign corporation or other legal entity (with respect to jurisdictions that recognize such concept or a similar concept) in each jurisdiction where the ownership, leasing ownership or operation of its assets or and properties or the conduct of its business requires such qualification, except where the failure to be so organized, existing, qualified or in good standing, standing or to have such power or authority, (x) when taken together with all other such failures, would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect and (y) would not reasonably be expected, individually or in the aggregate, to prevent the Company from consummating the Merger by the Outside Dateas defined below). The Company has made available to Parent prior to the date of this Agreement true, a complete and correct and complete copies copy of the Company’s 's certificate of incorporation and bylaws, each as amended to the date hereof (the "Company Charter" and "Company Bylaws", respectively) and the comparable charter and organizational documents of each Subsidiary, in each case as amended through and in effect as of the date of this Agreement, . The Company Charter and each as the Company Bylaws so disclosed is delivered are in full force and effect. (ii) As used in this Agreement, the term (i) "Subsidiary" means, with respect to any Person, any other Person, whether incorporated or unincorporated, of which at least a majority of the securities or ownership interests having by their terms voting power to elect a majority of the board of directors or other persons performing similar functions is directly or indirectly owned or controlled by such Person or by one or more of its respective Subsidiaries, and (ii) "Company Material Adverse Effect" means any occurrence, change or effect that has or would be reasonably expected to have a material adverse effect on (A) the business, assets, liabilities, financial condition or results of operations of the Company and its Subsidiaries taken as a whole, but excluding any such occurrence, change or effect that arises out of or results from (1) changes in general economic conditions or financial or securities markets in general or the industries and markets in which the Company conducts its business (except, in each case, if materially and disproportionately impacting the business, assets, liabilities, financial condition, or results of operations of the Company and its Subsidiaries, taken as a whole), (2) any change in and of itself in the Company's stock price or trading volume, (3) any change in Law or GAAP after the date hereof, (4) the execution and performance of or compliance with this Agreement, (5) the announcement of this Agreement and the transactions contemplated hereby (including, without limitation, any (x) actions by customers or competitors, (y) loss of personnel or customers, or (z) the delay or cancellation of orders for services and products but only to the extent arising from the announcement of the Merger), (6) any outbreak or escalation of hostilities involving the United States, the declaration by the United States of a national emergency or war, or the occurrence of any acts of terrorism, or (7) any actions taken with the prior written consent of Parent, (B) the ability of the Company to perform its obligations under this Agreement or (C) the ability of the Company to consummate the Merger and the transactions contemplated hereby. Notwithstanding the foregoing, it is understood and agreed that in no event shall any occurrence, change or effect that arises out of or results from a delay in the placement of an order or orders (including under any existing Contract) by customers with the Company and/or its Subsidiaries and/or a delay in acceptance by customers of a shipment or shipments from the Company and/or its Subsidiaries of the type described in Section 5.1(a)(ii) of the Company Disclosure Letter be considered, individually or in the aggregate, in determining whether a "Company Material Adverse Effect" has occurred or would reasonably be expected to occur.

Organization, Good Standing and Qualification. The Company is a legal an entity duly incorporated, validly existing and in good standing under the Laws laws of the State of Delaware and has all Delaware, with the requisite corporate power and authority to own, own or lease and operate use its properties and assets assets, to execute and deliver the Transaction Documents, to carry out the provisions of the Transaction Documents, to issue and sell the Shares (assuming the consummation prior thereto of the Reverse Split) and to carry on its business as presently conducted, except where the failure to have such power or authority (x) would not reasonably be expected to have, individually or conducted as described in the aggregateSEC Filings. Each Person of which the Company owns, directly or indirectly, an amount of the voting securities, other voting ownership or voting partnership interests which is sufficient to elect at least a Material Adverse Effect and majority of such Person’s Board of Directors or other governing body (yor, if there are no such voting interests, 50% or more of the equity interests of which) would not reasonably be expected, individually or identified in the aggregateDisclosure Schedules (all such Persons, to prevent the Company from consummating the Merger by the Outside Date. The Company “Subsidiaries”) is qualified to do business and is in good standing in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so qualified or in good standing would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Each of the Company’s Subsidiaries is a legal an entity duly incorporated or otherwise organized, validly existing and in good standing (with respect to jurisdictions that recognize the extent such concept or a similar conceptexists in the relevant jurisdiction) under the Laws laws of the jurisdiction of its respective jurisdiction of organization incorporation or organization, as applicable, and has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted to own and use its properties. Neither the Company nor any of its Subsidiaries is in violation or default in any material respect of any of the provisions of its respective articles of association, charter, certificate of incorporation, bylaws, limited partnership agreement or other organizational or constitutive documents. Each of the Company and its Subsidiaries is duly qualified to do business as a foreign entity and is in good standing as a foreign corporation or other legal entity (with respect to jurisdictions that recognize the extent such concept or a similar conceptexists in the relevant jurisdiction) in each jurisdiction where in which the ownership, leasing or operation of its assets or properties or conduct of its business requires or its ownership or leasing of property makes such qualificationqualification necessary, except where to the extent any failure to be so organized, existing, qualified or in good standing, or to have such power or authority, (x) qualify has not had and would not reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect and (y) would not reasonably be expected, individually or in the aggregate, to prevent the Company from consummating the Merger by the Outside Date. The Company has made available to Parent prior to the date of this Agreement true, correct and complete copies of the Company’s certificate of incorporation and bylaws, each as amended to the date of this Agreement, and each as so disclosed is in full force and effectEffect.

Organization, Good Standing and Qualification. (a) The Company is a legal entity corporation duly incorporated, validly existing and in good standing under the Laws of the State of Delaware and has all requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its business in all material respects as presently conducted, except where the failure to have such power or authority (x) would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect and (y) would not reasonably be expected, individually or in the aggregate, to prevent the Company from consummating the Merger by the Outside Date. The Company is qualified to do business and is in good standing (with respect to jurisdictions that recognize the concept of good standing) as a foreign legal entity in each jurisdiction where the ownership, leasing or operation of its assets or properties or the conduct of its business as presently conducted requires such qualification, except where the failure to be so qualified or in good standing would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. . (b) Each Subsidiary of the Company’s Subsidiaries Company is a legal entity duly organized, validly existing and in good standing (with respect to jurisdictions that recognize such the concept or a similar conceptof good standing) under the Laws of its respective jurisdiction place of organization or incorporation, as applicable, and has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted and is qualified to do business and is in good standing as a foreign corporation or other legal entity (with respect to jurisdictions that recognize such concept or a similar concept) conducted, except in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except case where the failure to be so organized, validly existing, qualified or in good standing, standing or to have such power or authority, (x) authority would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect Effect. (c) Seller has provided to Buyer prior to the date hereof correct and (y) complete copies of the Governing Documents of the Company and each of its Subsidiaries as of the date hereof. The Governing Documents of the Company and each of its Subsidiaries are in full force and effect and neither the Company nor any of its Subsidiaries is in violation of any such Governing Documents, except, in the case of any of the Company’s Subsidiaries, where the failure to be in full force and effect would not reasonably be expectedexpected to have, individually or in the aggregate, to prevent the Company from consummating the Merger by the Outside Date. The Company has made available to Parent prior to the date of this Agreement true, correct and complete copies of the Company’s certificate of incorporation and bylaws, each as amended to the date of this Agreement, and each as so disclosed is in full force and effecta Material Adverse Effect.

Organization, Good Standing and Qualification. (a) The Company is a legal entity duly incorporated, validly existing and in good standing under the Laws of the State of Delaware and has all requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted, except where the failure to have such power or authority (x) would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect and (y) would not reasonably be expected, individually or in the aggregate, to prevent the Company from consummating the Merger by the Outside Date. The Company is qualified to do business and is in good standing in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so qualified or in good standing would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Each of the Company’s Subsidiaries is a legal entity duly organized, validly existing and and, to the extent such concept is applicable, in good standing (with respect to jurisdictions that recognize such concept or a similar concept) under the Laws of its respective jurisdiction of organization and organization, has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently currently conducted and is qualified to do business and in its jurisdiction of incorporation. To the extent such concept is applicable, the Company is in good standing as a foreign corporation or other legal entity (with respect to jurisdictions that recognize such concept or a similar concept) in each jurisdiction where the ownership, leasing or operation of its properties or assets or conduct of its business requires such qualification and is qualified to do business in such jurisdictions, except as would not reasonably be expected to have, individually or in the aggregate, (i) a Material Adverse Effect or (ii) prevent, materially impair or materially delay the ability of the Company to consummate the transactions contemplated by this Agreement. Each of the Company’s Subsidiaries and, to the Knowledge of the Company, the JV Entity is a legal entity duly organized, validly existing and, to the extent such concept is applicable, in good standing under the Laws of its respective jurisdiction of organization, has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as currently conducted and is qualified to do business in its jurisdiction of incorporation and in each jurisdiction where the ownership, leasing or operation of its properties or assets or conduct of its business requires such qualification and, to the extent such concept is applicable, is in good standing as a foreign corporation or other legal entity in each jurisdiction where the ownership, leasing or operation of its properties or assets or conduct of its business requires such qualification, except where the failure to be so organizedin each case, existing, qualified or in good standing, or to have such power or authority, (x) as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect Effect. (b) Prior to the date of this Agreement, the Company has made available to Parent correct and (y) complete copies of the Company’s, any of its Subsidiaries’ and the JV Entity’s Organizational Documents that are in full force and effect as of the date of this Agreement, and none of the Company, any of its Subsidiaries or, to the Knowledge of the Company, the JV Entity is in violation of any of the applicable provisions of such Organizational Documents, except, solely with respect to the Company’s Subsidiaries and the JV Entity, as would not reasonably be expectedexpected to have, individually or in the aggregate, to prevent a Material Adverse Effect. (c) Section 4.1(c) of the Company from consummating the Merger by the Outside Date. The Company has made available to Parent prior to the date of this Agreement true, Disclosure Letter sets forth a correct and complete copies list of each jurisdiction in which the Company’s certificate of incorporation Company and bylaws, each as amended its Subsidiaries are organized and qualified to the date of this Agreement, and each as so disclosed is in full force and effectdo business.

Organization, Good Standing and Qualification. (i) The Company is a legal entity duly incorporated, validly existing and in good standing under the Laws of the State of Delaware and has all requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted, except where the failure to be in good standing or to have such power or authority (x) would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect and (y) would not reasonably be expected, individually or in the aggregate, to prevent the Company from consummating the Merger by the Outside DateEffect. The Company is qualified to do business and is in good standing (with respect to jurisdictions that recognize such concept or a similar concept) in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so qualified or in good standing would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (ii) The Company has made available to Parent true and accurate copies of the certificate of incorporation and bylaws of the Company, as in effect as of the date hereof. The Company has made available to Parent prior to the date hereof true, correct and complete copies of the certificates of incorporation and bylaws, or equivalent organizational or governing documents, of each of the Company’s Subsidiaries, each as currently in effect as of the date hereof. (iii) Each of the Company’s Subsidiaries is a legal entity duly organized, validly existing and in good standing (with respect to jurisdictions that recognize such concept or a similar concept) under the Laws of its respective jurisdiction of organization and has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted and is qualified to do business and is in good standing as a foreign corporation or other legal entity (with respect to jurisdictions that recognize such concept or a similar concept) in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so organized, existing, qualified or in good standing, or to have such power or authority, (x) would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect and (y) would not reasonably be expected, individually or in the aggregate, to prevent the Company from consummating the Merger by the Outside Date. The Company has made available to Parent prior to the date of this Agreement true, correct and complete copies of the Company’s certificate of incorporation and bylaws, each as amended to the date of this Agreement, and each as so disclosed is in full force and effectEffect.

Organization, Good Standing and Qualification. The Each of the Company is a legal entity and each of its Subsidiaries are entities duly incorporated, organized and validly existing and in good standing under the Laws laws of the State of Delaware jurisdiction in which they are formed, and has all have the requisite corporate power and authority to own, lease and operate its own their properties and assets and to carry on its their business as now being conducted and as presently proposed to be conducted, except where the failure to have such power or authority (x) would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect and (y) would not reasonably be expected, individually or in the aggregate, to prevent . Each of the Company from consummating the Merger by the Outside Date. The Company and each of its Subsidiaries is duly qualified as a foreign entity to do business and is in good standing in each every jurisdiction where in which its ownership of property or the ownership, leasing or operation nature of its assets or properties or conduct of its the business requires conducted by it makes such qualificationqualification necessary, except where to the extent that the failure to be so qualified or be in good standing would not reasonably be expected to havehave a Material Adverse Effect (as defined below). As used in this Agreement, “Material Adverse Effect” means any material adverse effect on (i) the business, properties, assets, liabilities, operations (including results thereof), condition (financial or otherwise) or prospects of the Company or any Subsidiary, individually or taken as a whole, (ii) the transactions contemplated hereby and/or the Merger Agreement or (iii) the authority or ability of the Company or any of its Subsidiaries to perform any of their respective obligations under this Agreement and/or the Merger Agreement. Other than the Persons (as defined below) listed in the aggregateSEC Documents (as defined below) and Merger Sub, a Material Adverse Effectthe Company has no Subsidiaries. Each “Subsidiaries” means any Person in which the Company, directly or indirectly, (I) owns any of the Company’s Subsidiaries is a legal entity duly organized, validly existing and in good standing (with respect to jurisdictions that recognize such concept outstanding capital stock or a similar concept) under the Laws of its respective jurisdiction of organization and has all requisite corporate holds any equity or similar power interest of such Person or (II) controls or operates all or any part of the business, operations or administration of such Person, and authority each of the foregoing, is individually referred to own, lease and operate its properties and assets and to carry on its business as presently conducted and is qualified to do business and is in good standing herein as a foreign corporation or other legal entity (with respect to jurisdictions that recognize such concept or a similar concept) in each jurisdiction where the ownership, leasing or operation “Subsidiary.” For purposes of its assets or properties or conduct of its business requires such qualification, except where the failure to be so organized, existing, qualified or in good standing, or to have such power or authoritythis Agreement, (x) would not reasonably be expected to have, individually or in the aggregate“Person” means an individual, a Material Adverse Effect limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization, any other entity and any Governmental Entity or any department or agency thereof and (y) would not reasonably be expected“Governmental Entity” means any nation, individually state, county, city, town, village, district, or in the aggregateother political jurisdiction of any nature, federal, state, local, municipal, foreign, or other government, governmental or quasi-governmental authority of any nature (including any governmental agency, branch, department, official, or entity and any court or other tribunal), multi-national organization or body; or body exercising, or entitled to prevent the Company from consummating the Merger by the Outside Date. The Company has made available to Parent prior to the date exercise, any administrative, executive, judicial, legislative, police, regulatory, or taxing authority or power of this Agreement true, correct and complete copies any nature or instrumentality of any of the Company’s certificate foregoing, including any entity or enterprise owned or controlled by a government or a public international organization or any of incorporation and bylaws, each as amended to the date of this Agreement, and each as so disclosed is in full force and effectforegoing.

Organization, Good Standing and Qualification. The Company is a legal entity duly incorporated, validly existing and in good standing under the Laws of the State of Delaware and has all requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted, except where the failure to have such power or authority (x) would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect and (y) would not reasonably be expected, individually or in the aggregate, to prevent the Company from consummating the Merger by the Outside Date. The Company is qualified to do business and is in good standing in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so qualified or in good standing would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Each of the Company’s Subsidiaries is a legal entity duly organized, validly existing and in good standing (with respect to jurisdictions that recognize such concept or a similar concept) under the Laws of its respective jurisdiction the Commonwealth of organization Massachusetts and has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted and is qualified to do business and is in good standing as a foreign corporation or other legal entity (with respect to jurisdictions that recognize such concept or a similar concept) in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so organized, existing, qualified or in good standing, or to have such power or authority, (x) would not reasonably be expected to havecould not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect and (y) would not reasonably be expected, individually or in the aggregate, to prevent the Company from consummating the Merger by the Outside Dateas defined below). The Company has made available to Parent prior to the date of this Agreement true, Buyer complete and correct and complete copies of the Company’s certificate articles of incorporation organization and bylawsby-laws, each as amended to the date of this Agreementdate, and each as so disclosed delivered is in full force and effect.. The Company does not have any subsidiaries or any equity interest or other direct or indirect ownership interest in any other Person. As used in this Agreement, the term “Material Adverse Effect” with respect to the Company means a material adverse effect on the financial condition, properties, assets, liabilities, business, or results of operations of the Company taken as a whole other than any change, effect, event, circumstance, occurrence or state of facts relating to (a) the execution and delivery of this Agreement, the announcement of this Agreement or the transactions contemplated hereby, (b) changes relating to the industry or segment thereof in which the Company operates in general, (c) changes in applicable laws or regulations after the date hereof, (d) changes in GAAP or regulatory accounting principles after the date hereof, (e) an act of war or terrorism or similar calamity or any escalation or worsening of the same, (f) earthquakes, hurricanes or other natural disasters or

Organization, Good Standing and Qualification. The Company Each of Battery Point and each of its subsidiaries is a legal entity duly incorporatedorganized, validly existing existing, and in good standing (with respect to jurisdictions that recognize such concept) under the Laws laws of its respective jurisdiction of organization, other than, with respect to only the State of Delaware subsidiaries, as has not had and has all requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted, except where the failure to have such power or authority (x) would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect (as herein defined). Each of Battery Point and (y) would not reasonably each of its subsidiaries has all requisite corporate or similar power and authority to own, lease, and operate its properties and assets and to carry on its business as presently conducted and as presently anticipated to be expected, individually or in the aggregate, to prevent the Company from consummating the Merger by the Outside Date. The Company conducted and is qualified to do business and is in good standing (with respect to jurisdictions that recognize such concept) as a foreign corporation or other legal entity in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the other than any failure to be so qualified or in good standing or qualified or to have such power or authority, as has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Each of the Company’s Subsidiaries is a legal entity duly organized, validly existing and in good standing (with respect to jurisdictions that recognize such concept or a similar concept) under the Laws of its respective jurisdiction of organization and has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted and is qualified to do business and is in good standing as a foreign corporation or other legal entity (with respect to jurisdictions that recognize such concept or a similar concept) in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so organized, existing, qualified or in good standing, or to have such power or authority, (x) would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect and (y) would not reasonably be expected, individually or in the aggregate, to prevent the Company from consummating the Merger by the Outside Date. The Company Battery Point has made available to Parent prior to PORT, the date of this Agreement true, Operating Partnership and the Purchasers correct and complete copies of the Company’s articles of incorporation, bylaws, articles or certificate of incorporation organization or formation, limited liability company agreements, certificate of limited partnership, limited partnership agreements or any similar organizational documents (collectively, the “Organizational Documents”) of Battery Point and bylawseach of its subsidiaries, each as amended to through the date of this Agreement, and each as so disclosed delivered is in full force and effect. Battery Point is not in default or violation of any term, condition or provision of its Organizational Documents. None of the subsidiaries of Battery Point is in default or violation of any term, condition or provision of its Organizational Documents. As used herein, the term “Material Adverse Effect” means any change, effect, event, circumstance, occurrence, state of facts or development that, individually or in the aggregate with other changes, effects, events, circumstances, occurrences, states of facts or developments taken as a whole, has had or is or would reasonably be expected to be materially adverse to the business, assets, liabilities, financial condition or results of operations of Battery Point and its subsidiaries, taken as a whole; provided, however, that no change, effect, event, circumstance, occurrence or development, individually or in the aggregate, arising from or related to the following shall, individually or in the aggregate, constitute a Material Adverse Effect or be taken into account, individually or in the aggregate, in determining whether a Material Adverse Effect has occurred, is occurring or is or would reasonably be expected to occur: (i) conditions affecting the U.S. economy, or any other national or regional economy of the U.S. economy, (ii) political conditions (or changes in such conditions), acts of war, sabotage or terrorism, natural disasters, epidemics or pandemics (including any escalation or general worsening of any of the foregoing) in the United States, (iii) changes in the financial, credit, banking or securities markets in the United States (including any disruption thereof and any decline in the price of any security or any market index), (iv) changes required by United States generally accepted accounting principles (“GAAP”) or other accounting standards (or interpretations thereof), or (v) changes in any laws or other binding directives issued by any Governmental Authority (or interpretations thereof).

Organization, Good Standing and Qualification. The Company is a legal entity duly incorporated, validly existing and in good standing under the Laws of the State of Delaware and has all requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted, except where the failure to have such power or authority (xi) would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect and (y) would not reasonably be expected, individually or in the aggregate, to prevent the Company from consummating the Merger by the Outside Date. The Company is qualified to do business and is in good standing in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so qualified or in good standing would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Each of the Company’s Company and its Subsidiaries is a legal an entity duly organized, validly existing and (to the extent the concept of good standing exists in the applicable jurisdiction) in good standing (with respect to jurisdictions that recognize such concept or a similar concept) under the Laws of its respective jurisdiction of organization and has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted and is qualified to do business and is in good standing as a foreign corporation or other legal entity (with respect to jurisdictions that recognize such concept or a similar concept) in each jurisdiction where the ownership, leasing ownership or operation of its assets or and properties or the conduct of its business requires such qualification, except where the failure to be so organized, existing, qualified or in good standing, standing or to have such power or authority, (x) when taken together with all other such failures, would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect and (y) would not reasonably be expected, individually or in the aggregate, to prevent the Company from consummating the Merger by the Outside Dateas defined below). The Company has made available to Parent prior to the date of this Agreement true, a complete and correct and complete copies copy of the Company’s certificate of incorporation and bylaws, each as amended to the date hereof (the “Company Charter” and “Company Bylaws”, respectively) and the comparable charter and organizational documents of each Subsidiary, in each case as amended through and in effect as of the date of this Agreement, . The Company Charter and each as the Company Bylaws so disclosed is delivered are in full force and effect. (ii) As used in this Agreement, the term (i) “Subsidiary” means, with respect to any Person, any other Person, whether incorporated or unincorporated, of which at least a majority of the securities or ownership interests having by their terms voting power to elect a majority of the board of directors or other persons performing similar functions is directly or indirectly owned or controlled by such Person or by one or more of its respective Subsidiaries, and (ii) “Company Material Adverse Effect” means any occurrence, change or effect that has or would be reasonably expected to have a material adverse effect on (A) the business, assets, liabilities, financial condition or results of operations of the Company and its Subsidiaries taken as a whole, but excluding any such occurrence, change or effect that arises out of or results from (1) changes in general economic conditions or financial or securities markets in general or the industries and markets in which the Company conducts its business (except, in each case, if materially and disproportionately impacting the business, assets, liabilities, financial condition, or results of operations of the Company and its Subsidiaries, taken as a whole), (2) any change in and of itself in the Company’s stock price or trading volume, (3) any change in Law or GAAP after the date hereof, (4) the execution and performance of or compliance with this Agreement, (5) the announcement of this Agreement and the transactions contemplated hereby (including, without limitation, any (x) actions by customers or competitors, (y) loss of personnel or customers, or (z) the delay or cancellation of orders for services and products but only to the extent arising from the announcement of the Merger), (6) any outbreak or escalation of hostilities involving the United States, the declaration by the United States of a national emergency or war, or the occurrence of any acts of terrorism, or (7) any actions taken with the prior written consent of Parent, (B) the ability of the Company to perform its obligations under this Agreement or (C) the ability of the Company to consummate the Merger and the transactions contemplated hereby. Notwithstanding the foregoing, it is understood and agreed that in no event shall any occurrence, change or effect that arises out of or results from a delay in the placement of an order or orders (including under any existing Contract) by customers with the Company and/or its Subsidiaries and/or a delay in acceptance by customers of a shipment or shipments from the Company and/or its Subsidiaries of the type described in Section 5.1(a)(ii) of the Company Disclosure Letter be considered, individually or in the aggregate, in determining whether a “Company Material Adverse Effect” has occurred or would reasonably be expected to occur.

Organization, Good Standing and Qualification. The Company is a legal entity duly incorporated, validly existing and in good standing under the Laws of the State of Delaware and has all requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted, except where the failure to have such power or authority (x) would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect and (y) would not reasonably be expected, individually or in the aggregate, to prevent the Company from consummating the Merger by the Outside Date. The Company is qualified to do business and is in good standing in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so qualified or in good standing would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Each of the Company’s Company and its Subsidiaries is a legal entity duly organized, validly existing and in good standing (with respect to jurisdictions that recognize such concept or a similar concept) under the Laws of its respective jurisdiction of organization and has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted and is qualified to do business and is in good standing as a foreign corporation or other legal similar entity (with respect to jurisdictions that recognize such concept or a similar concept) in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so organized, existing, qualified or in good standing, or to have such power or authority, (x) would not reasonably be expected to haveare not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect and (y) would not reasonably be expected, individually or in the aggregate, to prevent the Company from consummating the Merger by the Outside DateChange. The Company has made available to Parent prior to the date of this Agreement true, complete and correct and complete copies of the Company’s certificate of incorporation and bylawsits Significant Subsidiaries’ charters and by-laws or comparable governing documents, each as amended to and in effect on the date of hereof. As used in this Agreement, the term (i) ”Subsidiary” means, with respect to any Person, any other Person of which at least a majority of the securities or ownership interests having by their terms ordinary voting power to elect a majority of the board of directors or other persons performing similar functions is directly or indirectly owned or controlled by such Person and/or by one or more of its Subsidiaries, (ii) “Significant Subsidiary” is as defined in Rule 1.02(w) of Regulation S-X promulgated pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and (iii) ”Company Material Adverse Change” means any event, change, effect, development, circumstance, condition, fact, state of facts or occurrence (each a “Change”) that, when considered individually or in the aggregate with all other Changes, is or would be reasonably likely to be materially adverse to (x) the ability of the Company to timely perform its obligations under, and consummate the transactions contemplated by, this Agreement on or prior to the Effective Time or (y) the business, financial condition, assets, liabilities or results of operations of the Company and its Subsidiaries taken as so disclosed a whole, provided that no Change resulting from the following shall constitute or be taken into account in determining whether there has been a Company Material Adverse Change under clause (y) (other than in the case of the following clauses (A), (B), (E), (F), (G) and (H), to the extent that such Change is disproportionately adverse to the Company and its Subsidiaries taken as a whole relative to other companies of similar size operating in full force the industry or markets in which the Company and effectits Subsidiaries operate, in which case only the incremental disproportionate adverse impact or impacts of such Change may be taken into account in determining whether a Company Material Adverse Change has occurred.):

Organization, Good Standing and Qualification. (a) The Company is a legal entity corporation duly incorporatedorganized, validly existing and in good standing under the Laws laws of the State of Delaware and has all requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted, except where now conducted and to own and lease its properties. The Company has furnished to the failure to have such power or authority (x) would not reasonably be expected to have, individually or in Investor true and complete copies of the aggregate, a Material Adverse Effect certificate of incorporation and (y) would not reasonably be expected, individually or in bylaws of the aggregate, to prevent the Company from consummating the Merger by the Outside DateCompany. The Company is not in violation of any of the provisions of its certificate of incorporation and bylaws. The Company is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction where in which the ownership, leasing or operation of its assets or properties or conduct of its business requires or its ownership or leasing of property makes such qualificationqualification necessary, except where the failure to be so qualified or in good standing would not reasonably be expected to havequalify, individually or in the aggregate, would not have a Material Adverse Effect. To the best knowledge of the Company, no proceeding has been instituted in any jurisdiction revoking, limiting or curtailing or seeking to revoke, limit or curtail, such power and authority or qualification. (b) Each of the Company’s Subsidiaries is a legal entity duly organizedformed, validly existing and in good standing (with respect to jurisdictions that recognize such concept or a similar concept) under the Laws laws of its respective jurisdiction of organization and has all requisite organization, with full corporate or similar power and authority to own, lease and operate its properties and assets and to carry on conduct its business as presently currently conducted and to own or lease its properties. The Company has furnished to the Investor true and complete copies or the articles of incorporation and bylaws (or comparable organizational documents) of each of the Company’s Subsidiaries. None of the Subsidiaries is in violation of any of the provisions of its respective certificate or articles of incorporation, bylaws or other organizational or charter documents. Each Subsidiary is duly qualified to do business as a foreign corporation and is in good standing as a foreign corporation or other legal entity (with respect to jurisdictions that recognize such concept or a similar concept) in each jurisdiction where in which the ownership, leasing or operation of its assets or properties or conduct of its business requires or its ownership or leasing of property makes such qualificationqualification necessary, except where the failure to be so organized, existing, qualified or in good standing, or to have such power or authority, (x) would not reasonably be expected to havequalify, individually or in the aggregate, would not have a Material Adverse Effect Effect. To the best knowledge of the Company, no proceeding has been instituted in any jurisdiction revoking, limiting or curtailing or seeking to revoke, limit or curtail, such power and (yauthority or qualification. Except as set forth on Section 4.1(b) would not reasonably be expectedof the Disclosure Schedule, individually or in the aggregate, to prevent the Company from consummating owns all of the Merger by capital stock or membership interests of each Subsidiary free and clear of any and all liens, security interest and any other encumbrances or restrictions, and all of the Outside Dateoutstanding shares of capital stock of each Subsidiary are validly issued and are fully paid, non-assessable and free of preemptive and similar rights. The Company has made available to Parent prior to the date of this Agreement true, correct and complete copies no Subsidiaries except as set forth on Section 4.1(b) of the Company’s certificate of incorporation and bylaws, each as amended to the date of this Agreement, and each as so disclosed is in full force and effectDisclosure Schedule.

Organization, Good Standing and Qualification. The Company Buyer is a legal entity duly incorporatedorganized, validly existing and (to the extent such concept exists in the jurisdiction where such entity is organized) in good standing under the Laws of its respective jurisdiction of organization. Each of Buyer’s Subsidiaries is a legal entity duly organized, validly existing and (to the State extent such concept exists in the jurisdiction where such entity is organized) in good standing under the Laws of Delaware its respective jurisdiction of organization, except where the failure to be so organized or in good standing, are not, individually or in the aggregate, reasonably likely to have a Buyer Material Adverse Effect. Buyer and each of Buyer’s Subsidiaries is duly licensed or qualified to do business and is in good standing (where such concept is recognized under applicable Law) in each 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 in good standing, is not, individually or in the aggregate, reasonably likely to have a Buyer Material Adverse Effect. Buyer and each of its Subsidiaries has all requisite corporate or similar power and authority to own, lease and operate its properties properties, rights and assets and to carry on its business as presently conducted, except where the failure to have such power or authority (x) would not reasonably be expected to haveauthority, are not, individually or in the aggregate, reasonably likely to have a Material Adverse Effect and (y) would not reasonably be expected, individually or in the aggregate, to prevent the Company from consummating the Merger by the Outside Date. The Company is qualified to do business and is in good standing in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so qualified or in good standing would not reasonably be expected to have, individually or in the aggregate, a Buyer Material Adverse Effect. Each of the Company’s Subsidiaries is a legal entity duly organized, validly existing and in good standing (with respect to jurisdictions that recognize such concept or a similar concept) under the Laws of its respective jurisdiction of organization and has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted and is qualified to do business and is in good standing as a foreign corporation or other legal entity (with respect to jurisdictions that recognize such concept or a similar concept) in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so organized, existing, qualified or in good standing, or to have such power or authority, (x) would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect and (y) would not reasonably be expected, individually or in the aggregate, to prevent the Company from consummating the Merger by the Outside Date. The Company Buyer has made available to Parent prior to the date of this Agreement true, each Company complete and correct and complete copies of the Company▇▇▇▇▇’s certificate of incorporation and bylawsGoverning Documents, in each case as amended to in effect on the date of this Agreement, and each as so disclosed is in full force and effect.

Organization, Good Standing and Qualification. The Company is a legal entity duly incorporated, validly existing and in good standing under the Laws of the State of Delaware and has all requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted, except where the failure to have such power or authority (x) would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect and (y) would not reasonably be expected, individually or in the aggregate, to prevent the Company from consummating the Merger by the Outside Date. The Company is qualified to do business and is in good standing in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so qualified or in good standing would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Each of the Company’s Company and its Subsidiaries is a legal entity duly organized, validly existing and in good standing (with respect to jurisdictions that recognize such concept or a similar concept) under the Laws (as defined in Section 5.1(i)) of its respective jurisdiction of organization and has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted and is qualified to do business and is in good standing as a foreign corporation or other legal entity (with respect to jurisdictions that recognize such concept or a similar concept) in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so organized, existing, qualified or in good standing, or to have such power or authority, (x) would not reasonably be expected to have, authority individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect and (y) would not reasonably be expected, individually or in the aggregate, to prevent the Company from consummating the Merger by the Outside Dateas defined below). The Company has made available to Parent prior to the date of this Agreement true, a certified complete and correct and complete copies copy of the Company’s certificate of incorporation and bylawsa complete and correct copy of its by-laws or comparable governing documents, each as amended to the date of this Agreementhereof, and each as so disclosed delivered is in full force and effect.. Section 5.1(a) of the Company Disclosure Letter contains a correct and complete list of each jurisdiction where the Company and its Subsidiaries are organized and qualified to do business. As used in this Agreement, the term (i) “Subsidiary” means, with respect to any Person, any other Person of which at least a majority of the securities or ownership interests having by their terms ordinary voting power to elect a majority of the board of directors or other persons performing similar functions is directly or indirectly owned or controlled by such Person and/or by one or more of its Subsidiaries, and (ii) “Material Adverse Effect” means any event, change, effect, development, state of facts, condition, circumstance or occurrence that (x) has a material adverse effect on the financial condition, properties, assets, liabilities, business or results of operations of the Company and its Subsidiaries taken as a whole; provided, however, that none of the following, in and of itself or themselves, shall constitute a Material Adverse Effect:

Organization, Good Standing and Qualification. The Company is a legal entity duly incorporated, validly existing and in good standing under the Laws of the State of Delaware and has all requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted, except where the failure to be in good standing or to have such power or authority (x) would not reasonably be expected to (i) have, individually or in the aggregate, a Material Adverse Effect and or (yii) would not reasonably be expected, individually prevent or in materially delay the aggregate, to prevent the Company from consummating consummation of any of the Merger and the other transactions contemplated by the Outside Datethis Agreement. The Company is qualified to do business and is in good standing in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so qualified or in good standing would not reasonably be expected to (i) have, individually or in the aggregate, a Material Adverse EffectEffect or (ii) prevent or materially delay the consummation of any of the Merger and the other transactions contemplated by this Agreement. Each of the Company’s Subsidiaries is a legal entity duly organized, validly existing and in good standing (with respect to jurisdictions that recognize such concept or a similar concept) under the Laws of its respective jurisdiction of organization and has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted and is qualified to do business and is in good standing as a foreign corporation or other legal entity (with respect to jurisdictions that recognize such concept or a similar concept) in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so organized, existing, qualified or in good standing, or to have such power or authority, (x) would not reasonably be expected to (i) have, individually or in the aggregate, a Material Adverse Effect and or (yii) would not reasonably be expected, individually prevent or in materially delay the aggregate, to prevent the Company from consummating consummation of any of the Merger and the other transactions contemplated by the Outside Datethis Agreement. The Company has made available to Parent prior to the date of this Agreement true, correct and complete copies of the Company’s certificate and its material Subsidiaries’ certificates of incorporation and bylawsbylaws or comparable governing documents, each as amended to the date of this Agreement, and each as so disclosed is in full force and effect.

Organization, Good Standing and Qualification. The Company is a legal entity duly incorporated, validly existing and in good standing under the Laws of the State of Delaware and has all requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted, except where the failure to have such power or authority (x) would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect and (y) would not reasonably be expected, individually or in the aggregate, to prevent the Company from consummating the Merger by the Outside Date. The Company is qualified to do business and is in good standing in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so qualified or in good standing would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Each of the Company’s Company and its Subsidiaries is a legal entity corporation duly organized, validly existing and in good standing (with respect to jurisdictions that recognize such concept or a similar concept) under the Laws of its respective jurisdiction of organization and has all requisite corporate or similar power and authority to own, lease own and operate its properties and assets and to carry on its business as presently currently conducted and is qualified to do business and is in good standing as a foreign corporation or other legal entity (with respect to jurisdictions that recognize such concept or a similar concept) in each jurisdiction where the ownership, leasing ownership or operation of its properties and assets or properties or conduct of its business requires such qualification, except where the failure to be so organized, existing, qualified as a foreign corporation or be in good standing, or to have such power or authority, (x) standing would not be reasonably be expected to havelikely to, either individually or in the aggregate, have a Company Material Adverse Effect and (y) would not reasonably be expected, individually or in the aggregate, to prevent the Company from consummating the Merger by the Outside Dateas defined herein). The Company has heretofore made available to Parent prior to the date of this Agreement true, complete and correct and complete copies of the Company’s and each of its Subsidiaries’ certificate of incorporation and bylawsby-laws (or comparable governing instruments), as amended. The certificate of incorporation and by-laws (or comparable governing instruments) of each as amended to the date of this Agreement, Company and each as its Subsidiaries so disclosed is made available are in full force and effect. Section 3.1(a) of the Company Disclosure Schedules sets forth a list of all of the Subsidiaries of Company, the jurisdictions under which such Subsidiaries are incorporated, and the percent of the equity interest therein owned by Company and each other Subsidiary of Company, as applicable. Except as disclosed in Section 3.1(a) of the Company Disclosure Schedules, Company does not directly or indirectly own any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for any equity or similar interest in, any corporation, partnership, joint venture or other business association or entity. As used in this Agreement, the term “Subsidiary” means, with respect to Company, Parent or Merger Sub, as the case may be, any entity, whether incorporated or unincorporated, of which at least a majority of the securities or ownership interests having by their terms ordinary voting power to elect a majority of the board of directors or other Persons performing similar functions is directly or indirectly owned or controlled by such party or by one or more of its respective Subsidiaries or by such party and any one or more of its respective Subsidiaries.

Organization, Good Standing and Qualification. (i) The Company is a legal entity duly incorporated, validly existing and in good standing under the Laws of the State of Delaware and has all requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted, except where the failure to be in good standing or to have such power or authority (x) would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect and (y) would not reasonably be expected, individually or in the aggregate, to prevent the Company from consummating the Merger by the Outside DateEffect. The Company is qualified to do business and is in good standing (with respect to jurisdictions that recognize such concept or a similar concept) in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so qualified or in good standing would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Each of the Company’s Subsidiaries is a legal entity duly organized, validly existing and in good standing (with respect to jurisdictions that recognize such concept or a similar concept) under the Laws of its respective jurisdiction of organization and has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted and is qualified to do business and is in good standing as a foreign corporation or other legal entity (with respect to jurisdictions that recognize such concept or a similar concept) in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so organized, existing, qualified or in good standing, or to have such power or authority, (x) would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect Effect. The Company has made available to Parent true and accurate copies of the certificate of incorporation and bylaws of the Company, as in effect as of the date hereof. (yii) would not reasonably be expected, individually or in the aggregate, to prevent the Company from consummating the Merger by the Outside Date. The Company has made available to Parent prior to the date of this Agreement hereof true, correct and complete copies of the Company’s certificate certificates of incorporation and bylaws, or equivalent organizational or governing documents, of each of the Company’s “significant subsidiaries,” as defined in Rule 1-02(w) of Regulation S-X, each as amended to currently in effect as of the date of this Agreement, and each as so disclosed is in full force and effecthereof.

Organization, Good Standing and Qualification. (i) The Company is a legal entity duly incorporated, validly existing and in good standing under the Laws of the State of Delaware and has all requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted, except where the failure to be in good standing or to have such power or authority (x) would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect and (y) would not reasonably be expected, individually or in the aggregate, to prevent the Company from consummating the Merger by the Outside DateEffect. The Company is qualified to do business and is in good standing (with respect to jurisdictions that recognize such concept or a similar concept) in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so qualified or in good standing would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Each of the Company’s Subsidiaries is a legal entity duly organized, validly existing and in good standing (with respect to jurisdictions that recognize such concept or a similar concept) under the Laws of its respective jurisdiction of organization and has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted and is qualified to do business and is in good standing as a foreign corporation or other legal entity (with respect to jurisdictions that recognize such concept or a similar concept) in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so organized, existing, qualified or in good standing, or to have such power or authority, (x) would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect Effect. The Company has made available to Parent true and accurate copies of the certificate of incorporation and bylaws of the Company, as in effect as of the date hereof. (yii) would not reasonably be expected, individually or in the aggregate, to prevent the Company from consummating the Merger by the Outside Date. The Company has made available to Parent prior to the date of this Agreement hereof true, correct and complete copies of the Company’s certificate certificates of incorporation and bylaws, or equivalent organizational or governing documents, of each of the Company’s Subsidiaries, each as amended to currently in effect as of the date of this Agreement, and each as so disclosed is in full force and effecthereof.

Organization, Good Standing and Qualification. (a) The Company is a legal entity duly incorporated, validly existing and in good standing under the Laws of the State of Delaware and has all requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted, except where the failure to have such power or authority (xi) would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect and (y) would not reasonably be expected, individually or in the aggregate, to prevent the Company from consummating the Merger by the Outside Date. The Company is qualified to do business and is in good standing in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so qualified or in good standing would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Each of the Company’s Subsidiaries is a legal entity duly organized, validly existing and in good standing (with respect to jurisdictions that recognize such concept or a similar concept) under the Laws laws of its respective jurisdiction of organization and organization, (ii) has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted and (iii) is qualified to do business and and, to the extent such concept is applicable, is in good standing as a foreign corporation or other legal entity (with respect to jurisdictions that recognize such concept or a similar concept) in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except in the case of clause (ii) or clause (iii) of this Section 4.1(a) where the failure to be so organized, existing, qualified or in good standing, or to have such power and authority or authority, (x) be so qualified would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect material adverse impact on the Business or the Transferred Subsidiaries, taken as a whole. (b) Each of the Key Transferred Subsidiaries is a legal entity duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. (c) Each of the Transferred Subsidiaries (other than the Company) (i) other than the Key Transferred Subsidiaries, is a legal entity duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, (ii) has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted and (yiii) is qualified to do business and, to the extent such concept is applicable, is in good standing as a foreign corporation or other legal entity in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except in the case of the foregoing clauses (i), (ii) and (iii) where the failure to be so qualified would not reasonably be expectednot, individually or in the aggregate, reasonably be expected to prevent have a material adverse impact on the Company from consummating Business or the Merger by the Outside Date. The Company Transferred Subsidiaries, taken as a whole. (d) Seller has delivered or made available to Parent prior to the date of this Agreement true, correct and complete Buyer copies of the Company’s certificate Governing Documents of incorporation (i) the Company and bylawseach Key Transferred Subsidiary that are accurate and complete and (ii) each of the Transferred Subsidiaries (other than the Company and the Key Transferred Subsidiaries) that are accurate and complete in all material respects, each as amended to as of the date of this Agreement, and each as so disclosed is in full force and effectExecution Date.

Organization, Good Standing and Qualification. The Each of the Company and its Subsidiaries is a legal entity duly formed or incorporated, validly existing and in good standing under the Laws of the State of Delaware and has all requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its business (as presently conducted, except where the failure to have such power or authority (xdefined in Section 5.1(i)(ii)) would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect and (y) would not reasonably be expected, individually or in the aggregate, to prevent the Company from consummating the Merger by the Outside Date. The Company is qualified to do business and is in good standing in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so qualified or in good standing would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Each of the Company’s Subsidiaries is a legal entity duly organized, validly existing and in good standing (with respect to jurisdictions that recognize such concept or a similar concept) under the Laws of its respective jurisdiction of organization formation or incorporation and has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted and is qualified qualified, licensed or admitted to do business and is in good standing as a foreign corporation corporation, trust or other legal entity (with respect to jurisdictions that recognize such concept or a similar concept) limited liability company in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, license or admission, except where the failure to be so organized, existingqualified, qualified licensed or admitted or in such good standing, or to have such power or authority, (x) would not reasonably be expected to haveare not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect and (y) would not reasonably be expected, individually or in the aggregate, to prevent the Company from consummating the Merger by the Outside Dateas defined below). The Company has made available to Parent prior to the date of this Agreement true, complete and correct and complete copies of the Company’s certificate and its Subsidiaries’ respective declarations of incorporation trust, or comparable constituent documents, bylaws and bylawsother organizational documents, each as amended to the date of this Agreementhereof, and each as so disclosed delivered is in full force and effect. As used in this Agreement, the term (i) “Subsidiary” means, with respect to any Person, any other Person at least a majority of whose securities or ownership interests having by their terms ordinary voting power to elect a majority of the board of trustees or other persons performing similar functions are directly or indirectly owned or controlled by such Person or by one or more of its Subsidiaries and (ii) “Company Material Adverse Effect” means any event, change, effect or circumstance that (a) is materially adverse to the financial condition, results of operations or business of the Company and its Subsidiaries, taken as a whole, excluding (with respect to each of clause (1), (2), (3) or (4), only to the extent that such event, change, effect or circumstance on or with respect to it is not materially different than on or with respect to companies of similar size operating in the industry in which the Company and its Subsidiaries operate) any event, change, effect or circumstance arising from (1) changes in Laws of general applicability or changes in the interpretation thereof by Governmental Entities or Self-Regulatory Organizations, (2) changes in GAAP (as defined in Section 5.1(e)(ii)) or regulatory accounting requirements applicable to companies of similar size operating in the industry in which the Company and its Subsidiaries operate generally, (3) changes in prevailing interest rates or other general economic conditions affecting companies of similar size operating in the industry in which the Company and its Subsidiaries operate generally, (4) any natural disaster or the outbreak or escalation of hostilities, including acts of war or terrorism, (5) the announcement of the execution of this Agreement or any actions or omissions of a party to this Agreement required or contemplated by this Agreement or taken with the prior written consent of the other party to this Agreement, in contemplation of the transactions contemplated hereby, and (6) to the extent consistent with GAAP, any modifications or changes to valuation policies or practices, or restructuring charges, in each case taken with the prior approval of Parent (which shall not unreasonably be withheld or delayed) in connection with the Merger, or (b) would materially impair the ability of the Company to perform its obligations under this Agreement or to consummate the transactions contemplated hereby on a timely basis.

Organization, Good Standing and Qualification. (a) The Company is a legal entity duly incorporated, incorporated and validly existing and in good standing exists as an exempted company incorporated under the Laws laws of the State Cayman Islands and has not been declared bankrupt, granted a suspension of Delaware and payments or is otherwise subject to insolvency proceedings. The Company has all requisite corporate power and authority to own, lease own and operate its properties and assets assets, to execute and deliver this Agreement, to issue and sell the Purchased Shares, and to carry on its business as presently conducted, except where out the failure to have such power or authority (x) would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect and (y) would not reasonably be expected, individually or in the aggregate, to prevent the Company from consummating the Merger by the Outside Date. The Company is qualified to do business and is in good standing in each jurisdiction where the ownership, leasing or operation provisions of its assets or properties or conduct of its business requires such qualification, except where the failure to be so qualified or in good standing would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Each of the Company’s Subsidiaries is a legal entity duly organized, validly existing and in good standing (with respect to jurisdictions that recognize such concept or a similar concept) under the Laws of its respective jurisdiction of organization and has all requisite corporate or similar power and authority to own, lease and operate its properties and assets this Agreement and to carry on its business as presently conducted and as presently proposed to be conducted. Each of the Company’s Subsidiaries (as defined herein) is an entity duly incorporated or otherwise organized, validly existing and in good standing (to the extent such concept exists in the relevant jurisdiction) under the Laws of the jurisdiction of its incorporation or organization, as applicable, and has all requisite power and authority to carry on its business to own and use its properties. Each of the Company and its Subsidiaries is duly qualified to do business as a foreign entity and is in good standing as a foreign corporation or other legal entity (with respect to jurisdictions that recognize the extent such concept or a similar conceptexists in the relevant jurisdiction) in each jurisdiction where in which the ownership, leasing or operation of its assets or properties or conduct of its business requires or its ownership or leasing of property makes such qualificationqualification necessary, except where to the extent any failure to be so organized, existing, qualified or in good standing, or to have such power or authority, (x) qualify has not had and would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect and Effect. (yb) would not reasonably be expectedDuring the twelve (12) months preceding the Signing Date, individually neither the Company nor any of its Subsidiaries has taken any action nor have any other steps been taken or in the aggregateActions commenced or, to prevent the Company from consummating the Merger by the Outside Date. The Company has made available to Parent prior to the date of this Agreement true, correct and complete copies of the Company’s certificate knowledge, threatened against any of incorporation and bylawsthem, each as amended for their winding up or dissolution or for any of them to enter into any arrangement, scheme or composition for the date benefit of this Agreementcreditors, and each as so disclosed is in full force and effector for the appointment of a receiver, administrator, liquidator, trustee or similar officer of any of them, or any of their respective properties, revenues or assets.

Organization, Good Standing and Qualification. The Company is a legal entity corporation duly incorporatedorganized, validly existing and in good standing under the Laws laws of the State of Delaware and has all requisite corporate power and authority to owncarry on its business as now conducted and as proposed to be conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so could not reasonably be expected to result in a Material Adverse Change on its business or properties. Each of the Guarantors (a) is duly organized, lease validly existing and operate in good standing under the laws of the jurisdiction of its properties organization, (b) has all requisite power and authority to own its property and assets and to carry on its business as presently now conducted and as proposed to be conducted, (c) is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required, except where the failure so to have such power or authority (x) would qualify could not reasonably be expected to have, individually or result in the aggregate, a Material Adverse Effect Change, and (yd) would not reasonably be expected, individually or in has the aggregate, to prevent the Company from consummating the Merger by the Outside Date. The Company is qualified to do business and is in good standing in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so qualified or in good standing would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Each of the Company’s Subsidiaries is a legal entity duly organized, validly existing and in good standing (with respect to jurisdictions that recognize such concept or a similar concept) under the Laws of its respective jurisdiction of organization and has all requisite corporate or similar power and authority to ownexecute, lease deliver and operate perform its properties and assets and to carry on its business as presently conducted and is qualified to do business and is in good standing as a foreign corporation or other legal entity (with respect to jurisdictions that recognize such concept or a similar concept) in obligations under each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so organized, existing, qualified or in good standing, or to have such power or authority, (x) would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect and (y) would not reasonably be expected, individually or in the aggregate, to prevent the Company from consummating the Merger by the Outside Date. The Company has made available to Parent prior to the date of this Agreement true, correct and complete copies of the Company’s certificate of incorporation Loan Documents and bylaws, each as amended other agreement or instrument contemplated thereby to the date which it is or will be a party. For purposes of this Agreement, “Material Adverse Change” shall mean shall mean any event which results in or is reasonably likely to result in (a) a materially adverse effect on, or change in, the business, assets, liabilities, operations, condition (financial or otherwise), or operating results of the Company and each the Guarantors, taken as so disclosed a whole, (b) a material impairment of the ability of the Company or the Guarantors to perform any of the respective obligations under any Loan Document to which it is or will be a party or (c) a material impairment of the rights and remedies of or benefits available to the Purchaser under any Loan Document. The authorized capital stock of the Company consists of 140,000,000 shares of common stock, of which 19,138,098 shares of common stock are issued and outstanding as of the date hereof. Except for options and other equity interests granted by the Company to employees and as set forth on Schedule 2(a), the Company has not authorized or issued any additional classes of stock, warrants (other than the Warrant), options or other grants to purchase or receive an equity interest in full force and effectthe Company.

Organization, Good Standing and Qualification. The Company is a legal entity duly incorporated, validly existing and in good standing under the Laws of the State of Delaware and has all requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted, except where the failure to have such power or authority (xa) would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect and (y) would not reasonably be expected, individually or in the aggregate, to prevent the Company from consummating the Merger by the Outside Date. The Company is qualified to do business and is in good standing in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so qualified or in good standing would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Each of the Company’s Company and its Subsidiaries is is, and following the Company Reorganization will be, a legal entity duly organized, validly existing and and, to the extent such concept is applicable, in good standing (with respect to jurisdictions that recognize such concept or a similar concept) under the Laws of its respective jurisdiction of organization organization. Each of the Company and has its Subsidiaries has, and following the Company Reorganization will have, all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted and is qualified to do business and and, to the extent such concept is applicable, is in good standing as a foreign corporation or other legal entity (with respect to jurisdictions that recognize such concept or a similar concept) in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so organized, existing, qualified or in good standing, or to have such power or authority, (x) as would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect and Effect. (yb) would not reasonably be expected, individually or in the aggregate, to prevent the Company from consummating the Merger by the Outside Date. The Company has made available to Parent SVF complete and correct copies of the Company’s and the Company’s Subsidiaries’ Organizational Documents, each in full force and effect as of immediately prior to the execution and delivery of this Agreement. (c) Section 3.1(c) of the Company Disclosure Letter contains a complete and correct list as of the date of this Agreement of each jurisdiction in which the Company and its Subsidiaries are organized and qualified to do business. (d) Symbotic is, and prior to the Reorganization Effective Time will be, a Wholly Owned Subsidiary of the Company, and holds, and prior to the Reorganization Effective Time will hold, no equity interests or rights, options, warrants, convertible or exchangeable securities, subscriptions, calls, puts or other analogous rights, interests, agreements, arrangements or commitments to acquire or otherwise relating to any equity or voting interest of any other Person. Symbotic has not conducted any business prior to the date of this Agreement trueand has no, correct and complete copies prior to the Reorganization Effective Time will have no, assets, liabilities or obligations of any nature, in each case other than such business, assets, liabilities or obligations incident to its formation or pursuant to this Agreement and the Transactions. (e) Each Requisite Equityholder is an executive officer, director, affiliate, founder or family member or affiliate of a founder or holder of at least 5% of the Company’s certificate voting equity securities of incorporation the Company within the meaning of the Compliance and bylaws, each as amended to Disclosure Interpretation 239.13 of the date of this Agreement, and each as so disclosed is in full force and effectSEC.

Organization, Good Standing and Qualification. (a) The Company (i) is a legal entity corporation duly incorporated, validly existing and in good standing under the Laws laws of the State of Delaware and Delaware, (ii) has all the requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted, except where the failure to have such power or authority (x) would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect and (yiii) would not reasonably be expected, individually or in the aggregate, to prevent the Company from consummating the Merger by the Outside Date. The Company is qualified to do business and is in good standing or subsisting (with respect to jurisdictions that recognize the concept of good standing or subsisting) as a foreign corporation in each jurisdiction where the ownership, leasing or operation of its assets or properties or the conduct of its business as presently conducted requires such qualification, except except, in each case, where the failure of the Company to be so qualified or and be in good standing as a foreign corporation has not had or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company has made available to Parent complete and correct copies of the Company’s Certificate of Incorporation and Bylaws, each as amended through the date of this Agreement, and each as so made available is in full force and effect on the date of this Agreement and the Company is not in material breach of and has not materially violated the terms of its Certificate of Incorporation or Bylaws. (b) Each of the Company’s Subsidiaries (i) is a legal entity duly organized, validly existing and in good standing or is subsisting (with respect to jurisdictions that recognize such the concept of good standing or a similar conceptsubsisting) under the Laws laws of the jurisdiction of its respective jurisdiction of organization and organization, (ii) has all the requisite corporate or similar entity power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted conducted, and (iii) is qualified to do business and is in good standing or subsisting (with respect to jurisdictions that recognize the concept of good standing or subsisting) as a foreign corporation or other legal entity (with respect to jurisdictions that recognize such concept or a similar concept) entity, in each jurisdiction where the ownership, leasing or operation of its assets or properties or the conduct of its business as presently conducted requires such qualification, except except, in each case, where the failure of any of the Company’s Subsidiaries to be so organized, existing, qualified or in good standing, standing or to have such power or authority, (x) authority has not had or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect and (y) would not reasonably be expected, individually or in the aggregate, to prevent the Company from consummating the Merger by the Outside DateEffect. The Company has made available to Parent prior to the date of this Agreement true, complete and correct and complete copies of the Company’s certificate organizational documents of incorporation and bylawseach of its Significant Subsidiaries, each as amended to through the date of this Agreement, and each as so disclosed made available is in full force and effecteffect on the date of this Agreement and none of the Company’s Significant Subsidiaries is in material breach of or has materially violated the terms of such organizational documents.

Organization, Good Standing and Qualification. The Company is a legal entity duly incorporated, validly existing and in good standing under the Laws laws of the State jurisdiction of Delaware its incorporation and has all requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted, except where the failure now conducted and to have such power own or authority (x) would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect and (y) would not reasonably be expected, individually or in the aggregate, to prevent the Company from consummating the Merger by the Outside Datelease its properties. The Company is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction where in which the ownership, leasing or operation of its assets or properties or conduct of its business requires or its ownership or leasing of property makes such qualification, except where qualification or leasing necessary unless the failure to be so qualified or in good standing would qualify has not had and could not reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect. Each of the Company’s Subsidiaries is a legal entity “Subsidiaries” (for purposes of this Agreement, as defined in Rule 405 under the 1933 Act) has been duly incorporated or organized, as the case may be, and is validly existing and as a corporation, partnership or limited liability company, as applicable, in good standing (with respect to jurisdictions that recognize such concept or a similar concept) under the Laws laws of the jurisdiction of its respective jurisdiction of incorporation or organization and has all requisite corporate or similar the power and authority to own, lease and operate its properties and assets and (corporate or other) to carry on its business as presently now conducted and to own or lease its properties. Each of the Company’s Subsidiaries is duly qualified as a foreign corporation, partnership or limited liability company, as applicable, to do transact business and is in good standing as a foreign corporation or other legal entity (with respect to jurisdictions that recognize such concept or a similar concept) in each jurisdiction where in which the ownership, leasing or operation of its assets or properties or conduct of its business requires or its ownership or leasing of property makes such qualification, except where qualification or leasing necessary unless the failure to be so organized, existing, qualified or in good standing, or to have such power or authority, (x) would qualify has not had and could not reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect Effect. All of the issued and (y) would not reasonably be expected, individually outstanding capital stock or in the aggregate, to prevent the Company from consummating the Merger by the Outside Date. The Company has made available to Parent prior to the date other equity or ownership interests of this Agreement true, correct and complete copies each of the Company’s certificate Subsidiaries have been duly authorized and validly issued, are fully paid and nonassessable and are owned by the Company, directly or through Subsidiaries, free and clear of incorporation and bylawsany security interest, each as amended to the date of this Agreementmortgage, and each as so disclosed is in full force and effectpledge, lien, encumbrance or adverse claim.

Organization, Good Standing and Qualification. The Each of the Company and each of its Subsidiaries is a legal entity duly incorporatedorganized, validly existing existing, and in good standing (with respect to jurisdictions that recognize such concept) under the Laws of its respective jurisdiction of organization, other than, with respect to only the State of Delaware and has all requisite corporate power and authority to ownSubsidiaries, lease and operate its properties and assets and to carry on its business as presently conducted, except where the failure to have such power or authority (x) would not reasonably be expected to have, individually or in the aggregateindividually, a Material Adverse Effect and (y) would not reasonably be expected, individually or in the aggregate, to prevent the Company from consummating the Merger by the Outside Date. The Company is qualified to do business and is in good standing in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so qualified or in good standing would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Each of the Company’s Subsidiaries is a legal entity duly organized, validly existing Company and in good standing (with respect to jurisdictions that recognize such concept or a similar concept) under the Laws each of its respective jurisdiction of organization and Subsidiaries has all requisite corporate or similar power and authority to own, lease lease, and operate its properties and assets and to carry on its business as presently conducted and is qualified to do business and is in good standing (with respect to jurisdictions that recognize such concept) as a foreign corporation or other legal entity (with respect to jurisdictions that recognize such concept or a similar concept) in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the other than any failure to be so organized, existing, qualified or in good standing, standing or qualified or to have such power or authority, (x) as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect and (y) would not reasonably be expected, individually or in the aggregate, to prevent the Company from consummating the Merger by the Outside DateEffect. The Company has made available to Parent prior to the date of this Agreement true, correct and complete copies of the Company’s certificate of incorporation and bylawsits Significant Subsidiaries’ Organizational Documents, each as amended to the date of this Agreement, and each as so disclosed delivered is in full force and effect. The Company is not in default or violation in any material respect of any term, condition or provision of the Company’s Organizational Documents. Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, to the Knowledge of the Company, none of the Subsidiaries of the Company is in default or violation of any term, condition or provision of the Organizational Documents of any of the Subsidiaries.

Organization, Good Standing and Qualification. (i) The Company Issuer is a legal entity company duly incorporatedorganized, validly existing and in good standing under the Laws laws of the British Virgin Islands and has all requisite corporate power and authority to carry on its business as now conducted and to own and lease its properties. The Issuer has furnished to the Buyer true and complete copies of the Issuer's Memorandum of Association and Articles of Association, as amended and in effect as of the date hereof (the "Issuer Articles"). The Issuer is not in violation of any provision of the Issuer Articles. The Issuer is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property makes such qualification necessary, except where the failure to so qualify, would not have a Material Adverse Effect. To the Issuer's Knowledge, no proceeding has been instituted in any jurisdiction revoking, limiting or curtailing or seeking to revoke, limit or curtail, such power and authority or qualification. (ii) The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted, except where the failure now conducted and to have such power or authority (x) would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect own and (y) would not reasonably be expected, individually or in the aggregate, to prevent the Company from consummating the Merger by the Outside Datelease its properties. The Company is not in violation of any provision of the Company’s Certificate of Incorporation, including any certificate of designations, or the Company’s Bylaws. The Company is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction where in which the ownership, leasing or operation of its assets or properties or conduct of its business requires or its ownership or leasing of property makes such qualificationqualification necessary, except where the failure to be so qualified or in good standing qualify, would not reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect. To the Issuer's Knowledge, no proceeding has been instituted in any jurisdiction revoking, limiting or curtailing or seeking to revoke, limit or curtail, such power and authority or qualification. (iii) Each of the Company’s Subsidiaries Company Subsidiary is a legal entity duly organizedformed, validly existing and in good standing (with respect to jurisdictions that recognize such concept or a similar concept) under the Laws laws of its respective jurisdiction of organization and has all requisite corporate or similar organization, with full power and authority to own, lease and operate its properties and assets and to carry on conduct its business as presently currently conducted and to own or lease its properties. The Issuer has, if requested, made available for the Buyer’s review, true and complete copies or the articles of incorporation and bylaws (or comparable organizational documents) of each Company Subsidiary. To the Issuer's Knowledge, no Company Subsidiary is in violation of any of the provisions of its respective certificate or articles of incorporation, bylaws or other organizational or charter documents. Each Company Subsidiary is duly qualified to do business as a foreign corporation and is in good standing as a foreign corporation or other legal entity (with respect to jurisdictions that recognize such concept or a similar concept) in each jurisdiction where in which the ownership, leasing or operation of its assets or properties or conduct of its business requires or its ownership or leasing of property makes such qualificationqualification necessary, except where the failure to be so organizedqualify, existing, qualified or in good standing, or to have such power or authority, (x) would not reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect Effect. To the Issuer's Knowledge, no proceeding has been instituted in any jurisdiction revoking, limiting or curtailing or seeking to revoke, limit or curtail, such power and authority or qualification. Qingdao S▇▇▇▇ ▇▇▇▇ Dairy Co., Ltd. is currently in a voluntary winding-up process. As of the date hereof, the Issuer owns an aggregate of 36,000,000 fully paid and nonassessable shares of Common Stock free and clear of any and all liens, (a) 11,000,000 of which are evidenced by Common Stock certificate number SII-04525, dated April 16, 2007, and (yb) would not reasonably be expected25,000,000 of which are evidenced by Common Stock certificate number SII-04524, individually or dated April 16, 2007. The Issuer has good and valid title to all such shares, and all of the outstanding shares of capital stock of the Company are validly issued and are fully paid, non-assessable and free of any preemptive and similar rights. Except as described in the aggregateSEC Documents available on the SEC’s E▇▇▇▇ system, to prevent the Company from consummating owns all of the Merger by capital stock or membership interests of each Company Subsidiary free and clear of any and all liens, security interest and any other encumbrances or restrictions, and all of the Outside Dateoutstanding shares of capital stock of each Company Subsidiary are validly issued and are fully paid, non-assessable and free of any preemptive and similar rights. The Company has made available to Parent prior to no Subsidiaries except for the date of this Agreement trueentities set forth in Schedule I attached hereto. The Issuer has no subsidiaries other than the Company, correct the Company Subsidiaries, and complete copies subsidiaries of the Company’s certificate of incorporation and bylaws, each as amended to the date of this Agreement, and each as so disclosed is in full force and effectCompany which are not Company Subsidiaries.

Organization, Good Standing and Qualification. The Company is a legal entity private company, duly incorporated, incorporated and validly existing and in good standing under the Laws of the State of Delaware Israel, and has all requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted, except where the failure to have such power or authority (x) would is not reasonably be expected to have, individually or in the aggregate, deemed a Material Adverse Effect and (y) would not reasonably be expected, individually or in the aggregate, to prevent the Company from consummating the Merger “violating company” by the Outside Date. The Israeli Registrar of Companies and each Company is qualified to do business and is in good standing in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so qualified or in good standing would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Each of the Company’s Subsidiaries Subsidiary is a legal entity duly organized, validly existing and in good standing (with respect to jurisdictions that recognize such concept or a similar concept) under the Laws Law of its respective jurisdiction of organization organization. The Company and each Company Subsidiary has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted and is qualified to do business and is in good standing as a foreign corporation or other legal entity (with respect to jurisdictions that recognize such concept or a similar concept) in each jurisdiction (to the extent that the Laws of such jurisdiction recognize the concept of good standing) where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except for any such jurisdiction where the failure to be so organized, existing, qualified or and in good standing, or to have such power or authority, (x) standing would not reasonably be expected to haveconstitute, individually or in the aggregate, a Company Material Adverse Effect and (y) would not reasonably be expected, individually or in the aggregate, to prevent the Company from consummating the Merger by the Outside DateChange. The Company has made available delivered to Parent prior to the date of this Agreement true, Buyer correct and complete copies of the Company’s certificate Organizational Documents and the Organizational Documents of incorporation and bylawseach Company Subsidiary, each as amended to the date of this Agreementdate, and each as so disclosed delivered is in full force and effect. The Company has delivered to Buyer correct and materially complete copies of all books of account, stock record books and minute books of all meetings or actions by written consent of the boards of directors or similar governing body (and committees thereof) and shareholders of the Company and the Company Subsidiaries, in each case, for the period beginning seven (7) years prior to Closing, and no meeting of any such board of directors or similar governing body (and committees thereof) or shareholders has been held where matters were approved, voted upon or acted upon for which minutes have not been prepared and are not contained in such minute books. Section 4.01 of the Disclosure Schedules contains a correct and complete list as of the date hereof of each jurisdiction where the Company and the Company Subsidiaries are organized and qualified to do business.

Organization, Good Standing and Qualification. The Company is a legal entity duly incorporated, validly existing and in good standing under the Laws of the State of Delaware and has all requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted, except where the failure to have such power or authority (x) would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect and (y) would not reasonably be expected, individually or in the aggregate, to prevent the Company from consummating the Merger by the Outside Date. The Company is qualified to do business and is in good standing in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so qualified or in good standing would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Each of the Company’s Company and its Subsidiaries is a legal entity duly organized, validly existing and (to the extent such concept is applicable) in good standing (with respect to jurisdictions that recognize such concept or a similar concept) under the Laws (as defined in Section 5.1(i)) of its respective jurisdiction of organization and has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted and is qualified to do business and is in good standing as a foreign corporation or other legal entity (with respect to jurisdictions that recognize such concept or a similar concept) in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so organized, existing, qualified or in good standing, or to have such power or authority, (x) would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect and (y) would not reasonably be expected, individually or in the aggregate, to prevent the Company from consummating the Merger by the Outside Dateas defined below). The Company has made available to Parent prior to the date of this Agreement true, correct and complete copies of the Company’s certificate and its Subsidiaries’ articles of incorporation organization and bylawsby-laws or comparable governing documents, each as amended to the date of this Agreementdate, and each as so disclosed delivered is in full force and effect.. Section 5.1(a) of the Company Disclosure Letter contains a correct and complete list of each jurisdiction where the Company and its Subsidiaries are organized and qualified to do business. As used in this Agreement, the term (i) ”Subsidiary” means, with respect to any Person, any other Person of which at least a majority of the securities or ownership interests having by their terms ordinary voting power to elect a majority of the board of directors or other persons performing similar functions is directly or indirectly owned or controlled by such Person and/or by one or more of its Subsidiaries, (ii) “Significant Subsidiary” is as defined in Rule 1.02(w) of Regulation S-X promulgated pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and (iii) ”Material Adverse Effect” with respect to the Company means a material adverse effect on the financial condition, properties, assets, liabilities, business or results of operations of the Company and its Subsidiaries taken as a whole; provided, however, that none of the following, in and of itself or themselves, shall constitute a Material Adverse Effect:

Organization, Good Standing and Qualification. The Company is a legal entity duly incorporated, validly existing and in good standing under the Laws of the State of Delaware and has all requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted, except where the failure to have such power or authority (x) would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect and (y) would not reasonably be expected, individually or in the aggregate, to prevent the Company from consummating the Merger by the Outside Date. The Company is qualified to do business and is in good standing in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so qualified or in good standing would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Each of the Company’s Company and its Subsidiaries is a legal entity duly organized, validly existing and in good standing (with respect to jurisdictions that recognize such the concept or a similar conceptof good standing) under the Laws of its respective jurisdiction of organization and has all requisite corporate or similar power and authority authority, and all government licenses, authorizations, consents and approvals required to own, operate and lease and operate its properties and assets and to carry on its business as presently conducted and is duly qualified to do business and is in good standing as a foreign corporation or other legal entity (with respect to jurisdictions that recognize such the concept or a similar conceptof good standing) in each jurisdiction where the ownership, operation or leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so organized, existing, qualified or in good standing (with respect to jurisdictions that recognize the concept of good standing, ) or to have such this power or authority, (x) would not reasonably be expected to havenot, individually or in the aggregate, have a Material Adverse Effect and (yas defined below) would not reasonably be expected, individually or in on the aggregate, to prevent the Company from consummating the Merger by the Outside DateCompany. The Company has made available to Parent complete and correct copies of the Company's certificate of incorporation and by-laws, in each case as amended and as in effect as of the date of this Agreement. As used in this Agreement, the term (i) "Subsidiary" means, with respect to the Company, any entity, whether incorporated or unincorporated, in which the Company owns, directly or indirectly, more than fifty percent of the securities or other ownership interests having by their terms ordinary voting power to elect more than fifty percent of the directors or other persons performing similar functions, or the management and policies of which the Company otherwise has the power to direct, and, with respect to Parent, any body corporate which is a subsidiary or subsidiary undertaking, in each case within the meaning of the Companies Act 1985 of the United Kingdom, as amended (the "Companies Act"); (▇▇) "Material Subsidiaries" when used in reference to the Company means Young & Rubicam Denmark Group A/S (Denmark), Young & Rubicam Development (Holdings) Limited, and Young & Rubicam International Group B.V. (Netherlands) and Subsidiaries of the Company that are "Significant Subsidiaries" (as defined in Rule 1-02(w) of Regulation S-X promulgated under the Exchange Act); and when used in reference to Parent means all Subsidiaries of Parent that are Significant Subsidiaries; (iii) "Material Adverse Effect" on or with respect to Parent or the Company, as the case may be, means a material adverse effect on the business, properties, results of operations or financial condition of Company and its Subsidiaries, taken as a whole, or the Parent and its Subsidiaries, taken as a whole, as the case may be; provided, however, that the events, consequences or conditions arising out of or caused by the following shall not be deemed to be a Material Adverse Effect: (a) the announcement of this Agreement and the Merger, including any termination, or reduction in, client business due to the announcement or completion of the Merger or the identity of the parties to this Agreement; (b) with respect to the clients listed in Section 2.1.1 of the Company Disclosure Schedule (in the case or the Company) or in Section 2.2.1 of the Parent Disclosure Schedule (as defined in Section 2.2) (in the case of Parent), the impact of any change in client business publicly announced by Parent or the Company, as applicable, or any client prior to the date of this Agreement trueAgreement; or (c) general changes in economic conditions in the broader economy or the advertising industry as a whole (except to the extent that any change materially disproportionately affects Parent and its Subsidiaries, correct on the one hand, or the Company and complete copies its Subsidiaries, on the other hand); (iv) "Person" shall mean any individual, corporation, general or limited partnership, limited liability or unlimited liability company, joint venture, estate, trust, association, organization, Governmental Entity or other entity of any kind or nature; and (v) "Affiliate" shall have the meaning specified in Rule 12b-2 of the Company’s certificate Securities Exchange Act of incorporation and bylaws1934, each as amended to (the date of this Agreement, and each as so disclosed is in full force and effect"Exchange Act").

Organization, Good Standing and Qualification. The Company is a legal entity duly incorporated, validly existing and in good standing under the Laws of the State of Delaware and has all requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted, except where the failure to have such power or authority (xa) would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect and (y) would not reasonably be expected, individually or in the aggregate, to prevent the Company from consummating the Merger by the Outside Date. The Company is qualified to do business and is in good standing in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so qualified or in good standing would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Each of the Company’s Subsidiaries Clover and Merger Sub is a legal entity duly organized, validly existing and and, to the extent such concept is applicable, in good standing under the Laws of its respective jurisdiction of organization. (with respect b) Each Subsidiary of Clover is a legal entity duly organized, validly existing and, to jurisdictions that recognize the extent such concept or a similar concept) is applicable, in good standing under the Laws of its respective jurisdiction of organization and each of Clover and Merger Sub and each other Subsidiary of Clover has all requisite corporate or similar power and authority to own, lease and operate its properties properties, rights and assets and to carry on its business as presently conducted and is qualified to do business and and, to the extent such concept is applicable, is in good standing as a foreign corporation or other legal entity (with respect to jurisdictions that recognize such concept or a similar concept) in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so organized, existingqualified or, qualified or to the extent such concept is applicable, in good standing, or to have such power or authority, (x) individually or in the aggregate, have not resulted, and would not reasonably be expected to haveresult, individually or in the aggregate, a Clover Material Adverse Effect and (y) would not reasonably be expectedor have a material adverse effect on the ability of Clover to perform its obligations hereunder or under the Transaction Documents or to consummate the transactions contemplated hereby or thereby, individually or in the aggregate, to prevent the Company from consummating the Merger by the Outside Datetaken as a whole. The Company Clover has made available to Parent Moon prior to the date of this Agreement true, hereof complete and correct and complete copies of the Company’s certificate certificates of incorporation and bylawsbylaws or comparable governing documents, each as amended, restated or amended and restated to the date hereof of this AgreementClover and Merger Sub, and each as so disclosed delivered, is in full force and effect. (c) Section 6.1(c) of the Clover Disclosure Letter contains a complete and correct list of each jurisdiction where Clover and any of its Subsidiaries that would be a “significant subsidiary” within the meaning of Rule 1-02 of Regulation S-X promulgated pursuant to the Exchange Act are organized.

Organization, Good Standing and Qualification. The Company is a legal entity duly incorporated, validly existing and in good standing under the Laws of the State of Delaware and has all requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted, except where the failure to have such power or authority (x) would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect and (y) would not reasonably be expected, individually or in the aggregate, to prevent the Company from consummating the Merger by the Outside Date. The Company is qualified to do business and is in good standing in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so qualified or in good standing would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Each of the Company’s Company and its Subsidiaries is a legal entity duly organized, validly existing and in good standing (with respect to jurisdictions that recognize such concept or a similar concept) under the Laws of its respective jurisdiction of organization and has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted and is qualified to do business and is in good standing as a foreign corporation or other legal similar entity (with respect to jurisdictions that recognize such concept or a similar concept) in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so organized, existing, qualified or in good standing, or to have such power or authority, (x) would not reasonably be expected to haveare not, individually or in the aggregate, reasonably expected to have a Company Material Adverse Effect Effect. The Company has made available to Parent complete and correct copies of the Company’s and its Significant Subsidiaries’ charters and bylaws or comparable governing documents, each as amended to the date hereof, and each as so made available is in effect on the date hereof. As used in this Agreement, the term (i) “Subsidiary” means, with respect to any Person, any other Person of which at least a majority of the securities or ownership interests having by their terms ordinary voting power to elect a majority of the board of directors or other Persons performing similar functions is directly or indirectly owned or controlled by such Person and/or by one or more of its Subsidiaries and, unless otherwise indicated herein, the term “Subsidiary” refers to a Subsidiary of the Company, (ii) “Significant Subsidiary” is as defined in Rule 1.02(w) of Regulation S-X promulgated pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and (yiii) “Company Material Adverse Effect” means any event, circumstance, development, change or effect that (i) has a material adverse effect on the financial condition, properties, assets, liabilities, business or results of operations of the Company and its Subsidiaries taken as a whole or (ii) would not reasonably be expected, individually or in the aggregate, expected to prevent the Company from consummating the Merger by or prevent the Outside Date. The Company has made available to Parent prior to the date of from performing its obligations under this Agreement trueAgreement; provided, correct and complete copies however, that none of the Company’s certificate of incorporation and bylaws, each as amended to the date of this Agreement, and each as so disclosed following shall constitute or be taken into account in determining whether there has been or is in full force and effect.a Company Material Adverse Effect:

Organization, Good Standing and Qualification. The Company is a legal entity corporation duly incorporated, validly existing and in good standing under the Laws of the State of Delaware and has all requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted, except where the failure to have such power or authority (x) would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect and (y) would not reasonably be expected, individually or in the aggregate, to prevent the Company from consummating the Merger by the Outside Date. The Company is qualified to do business and is in good standing in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so qualified or in good standing would not reasonably be expected to have, individually or in the aggregate, a Material Adverse EffectNew York. Each of the Company’s Subsidiaries of the Company is a legal entity duly organized, validly existing and in good standing (with respect to jurisdictions that recognize such the concept or a similar conceptof good standing) under the Laws of its respective the jurisdiction of organization its organization, except where the failure to be so organized, existing or in good standing (with respect to jurisdictions that recognize the concept of good standing) would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect or a material adverse effect on the ability of the Company to timely perform its obligations under this Agreement or to consummate the Merger and the other transactions contemplated hereby (a “Company Impairment Effect”). Each of the Company and its Subsidiaries has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted and is duly qualified or licensed to do business and is in good standing as a foreign corporation or other legal entity (with respect to jurisdictions that recognize such concept or a similar concept) in each jurisdiction where the ownership, leasing or operation of its assets or properties or the conduct of its business as presently conducted requires such qualificationqualification or licensing, except where the any such failure to be so organized, existing, qualified or in good standing, or to have such power or authority, (x) or to be so qualified or licensed, has not had or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect and (y) would not reasonably be expected, individually or in the aggregate, to prevent the a Company from consummating the Merger by the Outside DateImpairment Effect. The Company has made available to Parent prior to the date of this Agreement true, complete and correct and complete copies of the Organizational Documents of the Company’s certificate of incorporation and bylaws, each as amended to as of the date of this Agreement, and each as so disclosed made available is in full force and effecteffect on the date of this Agreement. Except as set forth on Section 5.1 of the Company Disclosure Letter, all of the Subsidiaries of the Company are wholly-owned.

Organization, Good Standing and Qualification. The Company is a legal entity duly incorporated, validly existing and in good standing under the Laws of the State of Delaware and has all requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted, except where the failure to have such power or authority (x) would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect and (y) would not reasonably be expected, individually or in the aggregate, to prevent the Company from consummating the Merger by the Outside Date. The Company is qualified to do business and is in good standing in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so qualified or in good standing would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Each of the Company’s Company and its Subsidiaries is a legal entity duly organized, validly existing and in good standing (with respect to jurisdictions that recognize such concept or a similar concept) under the Laws of its respective jurisdiction of organization and has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted and is qualified to do business and is in good standing as a foreign corporation or other legal similar entity (with respect to jurisdictions that recognize such concept or a similar concept) in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so organized, existing, qualified or in good standing, or to have such power or authority, (x) would not reasonably be expected to havenot, individually or in the aggregate, have a Company Material Adverse Effect Effect. As used in this Agreement, the term (i) “Subsidiary” means, with respect to any Person, any other Person of which at least a majority of the securities or ownership interests having by their terms ordinary voting power to elect a majority of the board of directors or other persons performing similar functions is directly or indirectly owned or controlled by such Person and/or by one or more of its Subsidiaries, (ii) “Significant Subsidiary” is as defined in Rule 1.02(w) of Regulation S-X promulgated pursuant to the Exchange Act and (yiii) “Company Material Adverse Effect” means an event, change, effect, development, condition or occurrence (each a “Change”) that is or reasonably would not reasonably be expectedexpected to be, individually or in the aggregate, materially adverse to prevent (x) the ability of the Company from consummating to timely perform its obligations under and consummate the Merger transactions contemplated by this Agreement or (y) the Outside Date. The condition (financial or otherwise), business, assets, liabilities or results of operations of the Company has made available to Parent prior and its Subsidiaries taken as a whole; provided that no Change to the date of this Agreement true, correct and complete copies of extent resulting from the Company’s certificate of incorporation and bylaws, each as amended following shall constitute or be taken into account in determining whether there has been or reasonably would be expected to the date of this Agreement, and each as so disclosed is in full force and effect.be a Company Material Adverse Effect under clause (x) or (y):

Organization, Good Standing and Qualification. The Company is a legal entity duly incorporated, validly existing and in good standing under the Laws of the State of Delaware and has all requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted, except where the failure to have such power or authority (x) would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect and (y) would not reasonably be expected, individually or in the aggregate, to prevent the Company from consummating the Merger by the Outside Date. The Company is qualified to do business and is in good standing in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so qualified or in good standing would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Each of the Company’s Company and its Subsidiaries is a legal entity duly organized, validly existing and in good standing (with respect to jurisdictions that recognize such concept or a similar concept) under the Laws of its respective jurisdiction of organization and has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted conducted. Each of the Company and its Subsidiaries is qualified to do business and is in good standing as a foreign corporation or other legal entity (with respect to jurisdictions that recognize such concept or a similar concept) in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so organized, validly existing, qualified or in good standing, or to have such power or authority, (x) standing would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to result in a Company Material Adverse Effect and (y) would not reasonably be expected, individually or in the aggregate, to prevent the Company from consummating the Merger by the Outside DateEffect. The Company has made available to Parent prior to complete and correct copies of the Section 3.1 of the date of this Agreement true, Company Disclosure Letter contains a correct and complete copies list of all Subsidiaries of the Company’s certificate of incorporation , and bylaws, each as amended jurisdiction where the Company and each Subsidiary is organized and qualified to the date of do business. As used in this Agreement, the term (i) “Subsidiary” means, with respect to any Person, any other Person of which at least a majority of the securities or ownership interests having by their terms ordinary voting power to elect a majority of the board of directors or other Persons performing similar functions is directly or indirectly owned or controlled by such Person or by one or more of its respective Subsidiaries or by such Person and each any one or more of its respective Subsidiaries, and (ii) “Company Material Adverse Effect” means: (x) any event, occurrence, fact, condition, change, or effect that is materially adverse to the financial condition, business or results of operations of the Company and its Subsidiaries taken as a whole, excluding any such event, occurrence, fact, condition, change or effect arising out of or relating to (A) the announcement or consummation of the Merger or any other transactions contemplated by this Agreement; (B) (1) any change in economic, business, regulatory or securities markets conditions generally, to the extent it does not disproportionately affect the Company and its Subsidiaries, taken as a whole, relative to the effect on other securities exchanges or other participants in the securities industry having operations similar to the Company’s operations that may be so disclosed affected; (2) any changes in any Laws, to the extent that they are not directed primarily at the Company or any of its Subsidiaries or the securities industry; or (3) any outbreak or escalation of hostilities or war or any act of terrorism to the extent such outbreak or escalation does not disproportionately affect the Company and its Subsidiaries, taken as a whole, relative to the effect on other securities exchanges or other participants in the securities industry having operations similar to the Company’s operations that may be so affected; (C) any action or omission by the Company or any of its Subsidiaries that is required by this Agreement; or (D) (1) the expenses actually incurred by the Company or any of its Subsidiaries in full force connection with this Agreement or the transactions contemplated hereby (including, without limitation, legal, investment banking, audit, Board of Governors and effectconsulting fees) and (2) the estimated legal, investment banking, audit, Board of Governors and consulting expenses not actually incurred but reasonably expected to be incurred by the Company or any of its Subsidiaries in connection with this Agreement or the transactions contemplated hereby; or (y) an effect (other than caused by an action taken in response to an Acquisition Proposal as permitted by Section 5.2) that would prevent, materially delay or materially impair the ability of the Company to consummate the Merger and the other transactions contemplated by this Agreement.