Common use of Subsidiaries; Due Organization; Organizational Documents Clause in Contracts

Subsidiaries; Due Organization; Organizational Documents. (a) Other than Merger Sub, Signal does not have any Subsidiaries and Signal does not own any capital stock of, or any equity interest of any nature in, any other Entity. Signal has not agreed nor is obligated to make, nor is bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity. Signal has not, at any time, been a general partner of, or has otherwise been liable for any of the debts or other obligations of, any general partnership, limited partnership or other Entity. (b) Each of Signal and Merger Sub is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has all necessary power and authority: (i) to conduct its business in the manner in which its business is currently being conducted; (ii) to own and use its assets in the manner in which its assets are currently owned and used; and (iii) to perform its obligations under all Signal Contracts. (c) Each of Signal and Merger Sub is qualified to do business as a foreign corporation, and is in good standing, under the laws of all jurisdictions where the nature of its business requires such qualification other than in jurisdictions where the failure to be so qualified would not constitute a Signal Material Adverse Effect. (d) Each director and officer of Signal and Merger Sub as of the date of this Agreement is set forth in Section 3.1(d) of the Signal Disclosure Schedule. (e) Merger Sub was formed solely for the purpose of engaging in the Contemplated Transactions. Except for obligations and liabilities incurred in connection with its incorporation and the Contemplated Transactions, Merger Sub has not, and will not have, incurred, directly or indirectly, any obligations or liabilities or engaged in any business activities of any type or kind whatsoever or entered into any agreements or arrangements with any Person. (f) Signal has delivered or made available to Miragen accurate and complete copies of (i) the certificate of incorporation, bylaws and other charter and organizational documents, including all currently effective amendments thereto, for Signal and Merger Sub; and (ii) any code of conduct or similar policy adopted by Signal or by the Signal Board of Directors or any committee thereof.

Subsidiaries; Due Organization; Organizational Documents. (a) Other than Merger Sub, Signal does not have Section 3.1(a) of the Threshold Disclosure Schedule identifies each Subsidiary of Threshold (the “Threshold Subsidiaries”). Neither Threshold nor any of the Threshold Subsidiaries and Signal does not own owns any capital stock of, or any equity interest of any nature in, any other Entity. Signal Threshold has not agreed nor is obligated to make, nor is bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity. Signal Threshold has not, at any time, been a general partner of, or has otherwise been liable for any of the debts or other obligations of, any general partnership, limited partnership or other Entity. (b) Each of Signal Threshold and Merger Sub the Threshold Subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has all necessary power and authority: (i) to conduct its business in the manner in which its business is currently being conducted; (ii) to own and use its assets in the manner in which its assets are currently owned and used; and (iii) to perform its obligations under all Signal Threshold Contracts. (c) Each of Signal Threshold and Merger Sub the Threshold Subsidiaries is qualified to do business as a foreign corporation, and is in good standing, under the laws of all jurisdictions where the nature of its business requires such qualification other than in jurisdictions where the failure to be so qualified would not constitute a Signal Threshold Material Adverse Effect. (d) Each director and officer of Signal Threshold and Merger Sub the Threshold Subsidiaries as of the date of this Agreement is set forth in Section 3.1(d) of the Signal Threshold Disclosure Schedule. (e) Merger Sub was formed solely for the purpose of engaging in the Contemplated Transactions. Except for obligations and liabilities incurred in connection with its incorporation and the Contemplated Transactions, Merger Sub has not, and will not have, incurred, directly or indirectly, any obligations or liabilities or engaged in any business activities of any type or kind whatsoever or entered into any agreements or arrangements with any Person. (f) Signal Threshold has delivered or made available to Miragen Molecular accurate and complete copies of (i) the certificate of incorporation, bylaws and other charter and organizational documents, including all currently effective amendments thereto, for Signal Threshold and Merger Subeach Threshold Subsidiary; and (ii) any code of conduct or similar policy adopted by Signal Threshold or by the Signal Threshold Board of Directors or any committee thereof. Neither Threshold nor any Threshold Subsidiary has taken any action in breach or violation of any of the provisions of its certificate of incorporation, bylaws or other charter or organizational documents nor is in breach or violation of any of the material provisions of their respective certificates of incorporation, bylaws or other charter or organizational documents, except as would not reasonably be expected to have, individually or in the aggregate, a Threshold Material Adverse Effect.

Subsidiaries; Due Organization; Organizational Documents. (a) Other Section 2.1(a) of the Sellas Disclosure Schedule identifies each Subsidiary of Sellas (the “Sellas Subsidiaries”), and Sellas has never had any subsidiary other than Merger Sub, Signal does not have the Sellas Subsidiaries. Neither Sellas nor any Subsidiaries and Signal does not own Entity identified on Section 2.1(a) of the Sellas Disclosure Schedule owns any capital stock of, or any equity interest of any nature in, any other Entity. Signal Sellas has not agreed nor is obligated to make, nor is bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity. Signal Sellas has not, at any time, been a general partner of, or has otherwise been liable for any of the debts or other obligations of, any general partnership, limited partnership or other Entity. (b) Each of Signal Sellas and Merger Sub the Sellas Subsidiaries is a company or corporation duly incorporated or organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has all necessary power and authority: (i) to conduct its business in the manner in which its business is currently being conducted; (ii) to own and use its assets in the manner in which its assets are currently owned and used; and (iii) to perform its obligations under all Signal Sellas Contracts. (c) Each of Signal Sellas and Merger Sub the Sellas Subsidiaries is qualified to do business as a foreign corporation, corporation and is in good standing, under the laws of all jurisdictions where the nature of its business requires such qualification other than in jurisdictions where the failure to be so qualified would not constitute a Signal Sellas Material Adverse Effect. (d) Each director and officer of Signal Sellas and Merger Sub the Sellas Subsidiaries as of the date of this Agreement is set forth in Section 3.1(d2.1(d) of the Signal Sellas Disclosure Schedule. (e) Merger Sub was formed solely for the purpose of engaging in the Contemplated Transactions. Except for obligations and liabilities incurred in connection with its incorporation and the Contemplated Transactions, Merger Sub has not, and will not have, incurred, directly or indirectly, any obligations or liabilities or engaged in any business activities of any type or kind whatsoever or entered into any agreements or arrangements with any Person. (f) Signal Sellas has delivered or made available to Miragen Galena accurate and complete copies of (i) the certificate of incorporation, bylaws memorandum of association, bye-laws and other charter and organizational documents, including all currently effective amendments thereto, for Signal Sellas and Merger Sub; and (ii) each Sellas Subsidiary. Neither Sellas nor any code Sellas Subsidiary is in breach or violation of conduct any material provision of their respective certificates of incorporation, memoranda of association or similar policy adopted by Signal bye-laws, except as would not reasonably be expected to have, individually or by in the Signal Board of Directors or any committee thereofaggregate, a Sellas Material Adverse Effect.

Subsidiaries; Due Organization; Organizational Documents. (a) Other than Merger SubSub and as set forth in Section 3.1(a) of the Parent Disclosure Schedule, Signal Parent does not have any Subsidiaries and Signal Parent does not own any capital stock of, or any equity interest of any nature in, any other Entity. Signal Parent has not agreed nor is obligated to make, nor is bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity. Signal Parent has not, at any time, been a general partner of, or has otherwise been liable for any of the debts or other obligations of, any general partnership, limited partnership or other Entity. (b) Each of Signal Parent and Merger Sub is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has all necessary power and authority: (i) to conduct its business in the manner in which its business is currently being conducted; (ii) to own and use its assets in the manner in which its assets are currently owned and used; and (iii) to perform its obligations under all Signal Parent Contracts. (c) Each of Signal Parent and Merger Sub is qualified to do business as a foreign corporation, and is in good standing, under the laws of all jurisdictions where the nature of its business requires such qualification other than in jurisdictions where the failure to be so qualified would not constitute a Signal Parent Material Adverse Effect. (d) Each director and officer of Signal Parent and Merger Sub as of the date of this Agreement is set forth in Section 3.1(d) of the Signal Parent Disclosure Schedule. (e) Merger Sub was formed solely for the purpose of engaging in the applicable Contemplated Transactions. Except for obligations and liabilities incurred in connection with its incorporation and the applicable Contemplated Transactions, Merger Sub has not, and will not have, incurred, directly or indirectly, any obligations or liabilities or engaged in any business activities of any type or kind whatsoever or entered into any agreements or arrangements with any Person. (f) Signal Parent has delivered or made available to Miragen Company accurate and complete copies of (i) the certificate of incorporation, bylaws certificate of formation, bylaws, operating agreement and other charter and organizational documents, including all currently effective amendments thereto, for Signal Parent and Merger Sub; and (ii) any code of conduct or similar policy adopted by Signal Parent or by the Signal Parent Board of Directors or any committee thereof. Neither Parent nor Merger Sub is in violation of its respective certificate of incorporation, certificate of formation, bylaws or operating agreement.

Subsidiaries; Due Organization; Organizational Documents. (a) Other Section 3.1(a) of the MTS Disclosure Schedule identifies each Subsidiary of MTS (the “MTS Subsidiaries”), and other than Merger Subas set forth therein, Signal does not have neither MTS nor any Subsidiaries and Signal does not own MTS Subsidiary owns any capital stock of, or any equity interest of any nature in, any other Entity. Signal MTS has not agreed nor is obligated to make, nor is bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity. Signal MTS has not, at any time, been a general partner of, or has otherwise been liable for any of the debts or other obligations of, any general partnership, limited partnership or other Entity. (b) Each of Signal MTS and Merger Sub each of the MTS Subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation (where such concept is applicable) and has all necessary power and authority: (i) to conduct its business their respective businesses in the manner in which its business is such businesses are currently being conducted; (ii) to own or lease and use its their respective property and assets in the manner in which its their property and assets are currently owned or leased and used; and (iii) to perform its their obligations under all Signal MTS Contracts, except where the failure to have such power or authority would not reasonably be expected to prevent or materially delay the ability of MTS and Merger Sub to consummate the Contemplated Transactions. (c) Each of Signal MTS and Merger Sub each of the MTS Subsidiaries is duly licensed and qualified to do business as a foreign corporationbusiness, and is in good standing, under the laws Laws of all jurisdictions where the nature of its business requires such qualification other than in jurisdictions where the failure to be so qualified individually or in the aggregate would not constitute a Signal be reasonably expected to have an MTS Material Adverse Effect. (d) Each director and officer of Signal MTS and Merger Sub each of the MTS Subsidiaries as of the date of this Agreement is set forth in Section 3.1(d) of the Signal MTS Disclosure Schedule. (e) Merger Sub was formed solely for the purpose of engaging in the Contemplated Transactions. Except for obligations and liabilities incurred in connection with its incorporation and the Contemplated Transactions, Merger Sub has not, and will not have, incurred, directly or indirectly, any obligations or liabilities or engaged in any business activities of any type or kind whatsoever or entered into any agreements or arrangements with any Person. (f) Signal MTS has delivered or made available to Miragen the Company accurate and complete copies of (i) the certificate Organizational Documents of incorporation, bylaws MTS and other charter and organizational documents, including all currently effective amendments thereto, for Signal and each of the MTS Subsidiaries. Neither MTS nor Merger Sub; and (ii) any code Sub is in material breach or violation of conduct or similar policy adopted by Signal or by the Signal Board of Directors or any committee thereofits respective Organizational Documents.

Subsidiaries; Due Organization; Organizational Documents. (a) Other than Merger Sub or as set forth in Section 3.1(a) of the Opexa Disclosure Schedule (such Subsidiaries, along with Merger Sub, Signal the “Opexa Subsidiaries”), Opexa does not have any Subsidiaries and Signal Opexa does not own any capital stock of, or any equity interest of any nature in, any other Entity. Signal Opexa has not neither agreed nor is obligated to make, nor is bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity. Signal Opexa has not, at any time, been a general partner of, or has otherwise been liable for any of the debts or other obligations of, any general partnership, limited partnership or other Entity. (b) Each of Signal Opexa and Merger Sub the Opexa Subsidiaries is a corporation or limited liability company, as applicable, duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation/incorporation and has all necessary power and authority: (i) to conduct its business in the manner in which its business is currently being conducted; (ii) to own and use its assets in the manner in which its assets are currently owned and used; and (iii) to perform its obligations under all Signal Opexa Contracts. (c) Each of Signal Opexa and Merger Sub the Opexa Subsidiaries is qualified to do business as a foreign corporation, and is in good standing, under the laws of all jurisdictions where the nature of its business requires such qualification other than in jurisdictions where the failure to be so qualified would not constitute a Signal an Opexa Material Adverse Effect. (d) Each director and officer of Signal Opexa and Merger Sub as of the date of this Agreement is set forth in Section 3.1(d) of the Signal Opexa Disclosure Schedule. (e) Merger Sub was formed solely for the purpose of engaging in the Contemplated Transactions. Except for obligations and liabilities incurred in connection with its incorporation and the Contemplated Transactions, Merger Sub has not, and will not have, incurred, directly or indirectly, any obligations or liabilities or engaged in any business activities of any type or kind whatsoever or entered into any agreements or arrangements with any Person. (f) Signal Opexa has delivered or made available to Miragen Acer accurate and complete copies of (i) the certificate of formation/incorporation, bylaws and other charter and organizational documents, including all currently effective amendments thereto, for Signal Opexa and Merger Sub; and (ii) any code of conduct or similar policy adopted by Signal Opexa or by the Signal Opexa Board of Directors or any committee thereof. Neither Opexa nor Merger Sub is in material violation of any of the provisions of its respective organizational documents.

Subsidiaries; Due Organization; Organizational Documents. (a) Other than Merger SubSection ‎3.1(a) of the Intec Disclosure Schedule identifies each Subsidiary of Intec, Signal does not have including, without limitation, the Intec Entities (the “Intec Subsidiaries”). Neither Intec nor any Subsidiaries and Signal does not own Intec Subsidiary owns any capital stock of, or any equity interest of any nature in, any other Entity, except that Intec may hold securities in another corporation in connection with the Specified Business and Assets Disposition. Signal No Intec Entity has not agreed nor is obligated to make, nor is bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity. Signal Intec has not, at any time, been a general partner of, or has otherwise been liable for any of the debts or other obligations of, any general partnership, limited partnership or other Entity. (b) Each of Signal Intec and Merger Sub each Intec Subsidiary is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation (where such concept is applicable) and has all necessary power and authority: (i) to conduct its business in the manner in which its business is currently being conducted; (ii) to own and use its assets in the manner in which its assets are currently owned and used; and (iii) to perform its obligations under all Signal Intec Contracts. (c) Each of Signal Intec and Merger Sub any Intec Subsidiary is qualified to do business as a foreign corporation, and is in good standing, under the laws of all jurisdictions where the nature of its business requires such qualification other than in jurisdictions qualification, except where the failure to be so qualified would not constitute have a Signal Decoy Material Adverse Effect. (d) Each director and officer of Signal Intec and Merger Sub each Intec Subsidiary as of the date of this Agreement is set forth in Section 3.1(d‎3.1(d) of the Signal Intec Disclosure Schedule. (e) Merger Sub was formed solely for the purpose of engaging in the Contemplated Transactions. Except for obligations and liabilities incurred in connection with its incorporation and the Contemplated Transactions, Merger Sub has not, and will not have, incurred, directly or indirectly, any obligations or liabilities or engaged in any business activities of any type or kind whatsoever or entered into any agreements or arrangements with any Person. (f) Signal Domestication Merger Sub was formed solely for the purpose of engaging in the Domestication. Except for obligations and liabilities incurred in connection with its incorporation and the Domestication, and this Agreement, Domestication Merger Sub has delivered not, and will not have, incurred, directly or indirectly, any obligations or liabilities or engaged in any business activities of any type or kind whatsoever or entered into any agreements or arrangements with any Person. (g) Intec Parent was formed solely for the purpose of engaging in the Transactions. Except for obligations and liabilities incurred in connection with its incorporation and the Transactions, Intec Parent has not, and will not have, incurred, directly or indirectly, any obligations or liabilities or engaged in any business activities of any type or kind whatsoever or entered into any agreements or arrangements with any Person. (h) Intec has made available to Miragen Decoy accurate and complete copies of (i) the Articles of Association, certificate of incorporation, bylaws bylaws, and other charter and organizational documents, including all currently effective amendments thereto, for Signal Intec and Merger Sub; and each Intec Subsidiary (ii) as applicable). Neither Intec nor any code Intec Subsidiary has taken any action in breach or violation of conduct any of the provisions of its Articles of Association, certificate of incorporation, bylaws, or similar policy adopted by Signal other charter or by the Signal Board of Directors or any committee thereoforganizational documents (as applicable).

Subsidiaries; Due Organization; Organizational Documents. (a) Other than Merger SubSub and as set forth in Section 3.1(a) of the Parent Disclosure Schedule, Signal Parent does not have any Subsidiaries and Signal Parent does not own any capital stock of, or any equity interest of any nature in, any other Entity. Signal Parent has not agreed nor is obligated to make, nor is bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity. Signal Parent has not, at any time, been a general partner of, or has otherwise been liable for any of the debts or other obligations of, any general partnership, limited partnership or other Entity. (b) Each of Signal Parent and Merger Sub is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has all necessary power and authority: : (i) to conduct its business in the manner in which its business is currently being conducted; (ii) to own and use its assets in the manner in which its assets are currently owned and used; and (iii) to perform its obligations under all Signal Parent Contracts. (c) Each of Signal Parent and Merger Sub is qualified to do business as a foreign corporation, and is in good standing, under the laws of all jurisdictions where the nature of its business requires such qualification other than in jurisdictions where the failure to be so qualified would not constitute a Signal Parent Material Adverse Effect. (d) Each director and officer of Signal Parent and Merger Sub as of the date of this Agreement is set forth in Section 3.1(d) of the Signal Parent Disclosure Schedule. (e) Merger Sub was formed solely for the purpose of engaging in the applicable Contemplated Transactions. Except for obligations and liabilities incurred in connection with its incorporation and the applicable Contemplated Transactions, Merger Sub has not, and will not have, incurred, directly or indirectly, any obligations or liabilities or engaged in any business activities of any type or kind whatsoever or entered into any agreements or arrangements with any Person. (f) Signal Parent has delivered or made available to Miragen Company accurate and complete copies of (i) the certificate of incorporation, bylaws certificate of formation, bylaws, operating agreement and other charter and organizational documents, including all currently effective amendments thereto, for Signal Parent and Merger Sub; and (ii) any code of conduct or similar policy adopted by Signal Parent or by the Signal Parent Board of Directors or any committee thereof. Neither Parent nor Merger Sub is in violation of its respective certificate of incorporation, certificate of formation, bylaws or operating agreement.

Subsidiaries; Due Organization; Organizational Documents. (a) Other than Merger Sub, Signal does not have Section 3.1(a) of the GC Disclosure Schedule identifies each Subsidiary of GC (the “GC Subsidiaries”). Neither GC nor any of the GC Subsidiaries and Signal does not own owns any capital stock of, or any equity interest of any nature in, any other Entity. Signal GC has not agreed nor is obligated to make, nor is bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity. Signal GC has not, at any time, been a general partner of, or has otherwise been liable for any of the debts or other obligations of, any general partnership, limited partnership or other Entity. (b) Each of Signal GC and Merger Sub the GC Subsidiaries is a corporation duly organizedformed entity, and is validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization, respectively, and has all necessary power and authority: (i) to conduct its business in the manner in which its business is currently being conducted; (ii) to own and use its assets in the manner in which its assets are currently owned and used; and (iii) to perform its obligations under all Signal GC Contracts. (c) Each of Signal GC and Merger Sub the GC Subsidiaries is qualified to do business as a foreign corporationentity, and is in good standing, under the laws of all jurisdictions where the nature of its business requires such qualification other than in jurisdictions where the failure to be so qualified would not constitute a Signal GC Material Adverse Effect. (d) Each director and officer of Signal and Merger Sub as of the date of this Agreement is set forth in Section 3.1(d) of the Signal Disclosure Schedule. (e) Merger Sub was formed solely for the purpose of engaging in the Contemplated Transactions. Except for obligations and liabilities incurred in connection with its incorporation and the Contemplated Transactions, Merger Sub has not, and will not have, incurred, directly or indirectly, any obligations or liabilities or engaged in any business activities of any type or kind whatsoever or entered into any agreements or arrangements with any Person. (f) Signal GC has delivered or made available to Miragen PERA accurate and complete copies of (i) the certificate of incorporation, bylaws and other charter and organizational documents, including all currently effective amendments thereto, for Signal GC and Merger Subeach GC Subsidiary; and (ii) any code of conduct or similar policy adopted by Signal GC or by the Signal GC Board of Directors or any committee thereof. Neither GC nor any GC Subsidiary has taken any action in breach or violation of any of the provisions of its certificate of incorporation, bylaws or other charter or organizational documents nor is in breach or violation of any of the material provisions of their respective certificates of incorporation, bylaws or other charter or organizational documents, except as would not reasonably be expected to have, individually or in the aggregate, a GC Material Adverse Effect.

Subsidiaries; Due Organization; Organizational Documents. (a) Other than Merger Sub, Signal does not have Section 3.1(a) of the TapImmune Disclosure Schedule identifies each Subsidiary of TapImmune (the “TapImmune Subsidiaries”). Neither TapImmune nor any of the TapImmune Subsidiaries and Signal does not own owns any capital stock of, or any equity interest of any nature in, any other Entity. Signal TapImmune has not agreed nor is obligated to make, nor is bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity. Signal TapImmune has not, at any time, been a general partner of, or has otherwise been liable for any of the debts or other obligations of, any general partnership, limited partnership or other Entity. (b) Each of Signal TapImmune and Merger Sub the TapImmune Subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has all necessary power and authority: (i) to conduct its business in the manner in which its business is currently being conducted; (ii) to own and use its assets in the manner in which its assets are currently owned and used; and (iii) to perform its obligations under all Signal TapImmune Contracts. (c) Each of Signal TapImmune and Merger Sub the TapImmune Subsidiaries is qualified to do business as a foreign corporation, and is in good standing, under the laws of all jurisdictions where the nature of its business requires such qualification other than in jurisdictions where the failure to be so qualified would not constitute a Signal TapImmune Material Adverse Effect. (d) Each director and officer of Signal TapImmune and Merger Sub the TapImmune Subsidiaries as of the date of this Agreement is set forth in Section 3.1(d) of the Signal TapImmune Disclosure Schedule. (e) Merger Sub was formed solely for the purpose of engaging in the Contemplated Transactions. Except for obligations and liabilities incurred in connection with its incorporation and the Contemplated Transactions, Merger Sub has not, and will not have, incurred, directly or indirectly, any obligations or liabilities or engaged in any business activities of any type or kind whatsoever or entered into any agreements or arrangements with any Person. (f) Signal TapImmune has delivered or made available to Miragen Marker accurate and complete copies of (i) the certificate of incorporation, bylaws and other charter and organizational documents, including all currently effective amendments thereto, for Signal TapImmune and Merger Subeach TapImmune Subsidiary; and (ii) any code of conduct or similar policy adopted by Signal TapImmune or by the Signal TapImmune Board of Directors or any committee thereof. Neither TapImmune nor any TapImmune Subsidiary has taken any action in breach or violation of any of the provisions of its certificate of incorporation, bylaws or other charter or organizational documents nor is in breach or violation of any of the material provisions of their respective certificates of incorporation, bylaws or other charter or organizational documents, except as would not reasonably be expected to have, individually or in the aggregate, a TapImmune Material Adverse Effect.

Subsidiaries; Due Organization; Organizational Documents. (a) Other than Merger Sub, Signal does not have Section 3.1(a) of the Cellect Disclosure Schedule identifies each Subsidiary of Cellect (the “Cellect Subsidiaries”). Neither Cellect nor any Subsidiaries and Signal does not own Cellect Subsidiary owns any capital stock of, or any equity interest of any nature in, any other EntityEntity other than Cellect Subsidiaries. Signal Cellect has not agreed nor is obligated to make, nor is bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity, except for the transfer of amounts out of the cash reserves of Cellect as of the Effective Time to another corporation in connection with the transfer of Cellect Biotherapeutics. Signal Cellect has not, at any time, been a general partner of, or has otherwise been liable for any of the debts or other obligations of, any general partnership, limited partnership or other Entity. (b) Each of Signal Cellect and Merger Sub any Cellect Subsidiary is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation (where such concept is applicable) and has all necessary power and authority: (i) to conduct its business in the manner in which its business is currently being conducted; (ii) to own and use its assets in the manner in which its assets are currently owned and used; and (iii) to perform its obligations under all Signal Cellect Contracts. (c) Each of Signal Cellect and Merger Sub any Cellect Subsidiary is qualified to do business as a foreign corporation, and is in good standing, under the laws of all jurisdictions where the nature of its business requires such qualification other than in jurisdictions where the failure to be so qualified would not constitute a Signal Cellect Material Adverse Effect. (d) Each director and officer of Signal Cellect and Merger Sub any Cellect Subsidiary as of the date of this Agreement is set forth in Section 3.1(d) of the Signal Cellect Disclosure Schedule. (e) Merger Sub was formed solely for the purpose of engaging in the Contemplated Transactions. Except for obligations and liabilities incurred in connection with its incorporation and the Contemplated Transactions, Merger Sub has not, and will not have, incurred, directly or indirectly, any obligations or liabilities or engaged in any business activities of any type or kind whatsoever or entered into any agreements or arrangements with any Person. (f) Signal Cellect has delivered or made available to Miragen Quoin accurate and complete copies of (i) the certificate Articles of incorporation, bylaws Association and other charter and organizational documents, including all currently effective amendments thereto, for Signal Cellect and Merger Subeach Cellect Subsidiary (as applicable); and (ii) any code of conduct or similar policy adopted by Signal Cellect or by the Signal Cellect Board of Directors or any committee thereof. Neither Cellect nor any Cellect Subsidiary has taken any action in breach or violation of any of the provisions of its Articles of Association or other charter or organizational documents (as applicable) (as applicable), except as would not reasonably be expected to have, individually or in the aggregate, a Cellect Material Adverse Effect.

Subsidiaries; Due Organization; Organizational Documents. (a) Other than Merger Sub, Signal Galena does not have any Subsidiaries and Signal Galena does not own any capital stock of, or any equity interest of any nature in, any other Entity, except as set forth in Section 3.1(a) of the Galena Disclosure Schedule (inclusive of Merger Sub, the “Galena Subsidiaries”). Signal Galena has not agreed nor is obligated to make, nor is bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity. Signal Galena has not, at any time, been a general partner of, or has otherwise been liable for any of the debts or other obligations of, any general partnership, limited partnership or other Entity. (b) Each of Signal Galena and Merger Sub the Galena Subsidiaries is a company or corporation duly incorporated or organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has all necessary power and authority: (i) to conduct its business in the manner in which its business is currently being conducted; (ii) to own and use its assets in the manner in which its assets are currently owned and used; and (iii) to perform its obligations under all Signal Galena Contracts. (c) Each of Signal Galena and Merger Sub the Galena Subsidiaries is qualified to do business as a foreign corporation, and is in good standing, under the laws of all jurisdictions where the nature of its business requires such qualification other than in jurisdictions where the failure to be so qualified would not constitute a Signal Galena Material Adverse Effect. (d) Each director and officer of Signal Galena and Merger Sub the Galena Subsidiaries as of the date of this Agreement is set forth in Section 3.1(d) of the Signal Galena Disclosure Schedule. (e) Merger Sub was formed solely for the purpose of engaging in the Contemplated TransactionsTransactions to which it is a party. Except for obligations and liabilities incurred in connection with its incorporation and the Contemplated Transactions, Merger Sub has not, and will not have, incurred, directly or indirectly, any obligations or liabilities or engaged in any business activities of any type or kind whatsoever or entered into any agreements or arrangements with any Person. (f) Signal Galena has delivered or made available to Miragen Sellas accurate and complete copies of (i) the certificate of incorporation, bylaws and other charter and organizational documents, including all currently effective amendments thereto, for Signal Galena and Merger Subthe Galena Subsidiaries; and (ii) any code of conduct or similar policy adopted by Signal Galena or by the Signal Galena Board of Directors or any committee thereof. Neither Galena nor any Galena Subsidiary is in breach or violation of any material provision of their respective certificates of incorporation or bylaws, except as would not reasonably be expected to have, individually or in the aggregate, a Galena Material Adverse Effect.

Subsidiaries; Due Organization; Organizational Documents. (a) Other than Merger Sub, Signal does not have any Subsidiaries Molecular has no subsidiaries and Signal does not own any capital stock of, or any equity interest of any nature in, any other Entity. Signal Molecular has not agreed nor is obligated to make, nor is bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity. Signal Molecular has not, at any time, been a general partner of, or has otherwise been liable for any of the debts or other obligations of, any general partnership, limited partnership or other Entity. (b) Each of Signal and Merger Sub Molecular is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has all necessary power and authority: (i) to conduct its business in the manner in which its business is currently being conducted; (ii) to own and use its assets in the manner in which its assets are currently owned and used; and (iii) to perform its obligations under all Signal Molecular Contracts. (c) Each of Signal and Merger Sub Molecular is qualified to do business as a foreign corporation, corporation and is in good standing, standing under the laws of all jurisdictions where the nature of its business requires such qualification other than in jurisdictions where the failure to be so qualified would not constitute a Signal Molecular Material Adverse Effect. (d) Each director and officer of Signal and Merger Sub Molecular as of the date of this Agreement is set forth in Section 3.1(d2.1(d) of the Signal Molecular Disclosure Schedule. (e) Merger Sub was formed solely for the purpose of engaging in the Contemplated Transactions. Except for obligations and liabilities incurred in connection with its incorporation and the Contemplated Transactions, Merger Sub has not, and will not have, incurred, directly or indirectly, any obligations or liabilities or engaged in any business activities of any type or kind whatsoever or entered into any agreements or arrangements with any Person. (f) Signal Molecular has delivered or made available to Miragen Threshold accurate and complete copies of (i) the certificate Certificate of incorporationIncorporation, bylaws and other charter and organizational documents, including all currently effective amendments thereto, thereto for Signal and Merger Sub; Molecular and (ii) any code of conduct or similar policy adopted by Signal Molecular or by the Signal Molecular Board of Directors or any committee thereof. Molecular has not taken any action in breach or violation of any of the provisions of its Certificate of Incorporation, bylaws or other charter or organizational documents nor is in breach or violation of any of the material provisions of its Certificate of Incorporation, bylaws or other charter or organizational documents, except as would not reasonably be expected to have, individually or in the aggregate, a Molecular Material Adverse Effect.

Subsidiaries; Due Organization; Organizational Documents. (a) Other than Merger Sub, Signal does not have Section 2.1(a) of the Miragen Disclosure Schedule identifies each Subsidiary of Miragen (the “Miragen Subsidiaries”). Neither Miragen nor any Subsidiaries and Signal does not own Entity identified on this Section 2.1(a) of the Miragen Disclosure Schedule owns any capital stock of, or any equity interest of any nature in, any other Entity. Signal Miragen has not agreed nor is obligated to make, nor is bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity. Signal Miragen has not, at any time, been a general partner of, or has otherwise been liable for any of the debts or other obligations of, any general partnership, limited partnership or other Entity. (b) Each of Signal Miragen and Merger Sub the Miragen Subsidiaries is a corporation or limited liability company, as applicable, duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization, as applicable, and has all necessary power and authority: (i) to conduct its business in the manner in which its business is currently being conducted; (ii) to own and use its assets in the manner in which its assets are currently owned and used; and (iii) to perform its obligations under all Signal Miragen Contracts. (c) Each of Signal Miragen and Merger Sub the Miragen Subsidiaries is qualified to do business as a foreign corporationcorporation or limited liability company, as applicable, and is in good standing, under the laws of all jurisdictions where the nature of its business requires such qualification other than in jurisdictions where the failure to be so qualified would not constitute a Signal an Miragen Material Adverse Effect. (d) Each director and officer of Signal and Merger Sub Miragen as of the date of this Agreement is set forth in Section 3.1(d2.1(d) of the Signal Miragen Disclosure Schedule. (e) Merger Sub was formed solely for the purpose of engaging in the Contemplated Transactions. Except for obligations and liabilities incurred in connection with its incorporation and the Contemplated Transactions, Merger Sub has not, and will not have, incurred, directly or indirectly, any obligations or liabilities or engaged in any business activities of any type or kind whatsoever or entered into any agreements or arrangements with any Person. (f) Signal Miragen has delivered or made available to Miragen Signal accurate and complete copies of (i) the certificate of incorporation, bylaws and other charter and organizational documents, including all currently effective amendments thereto, for Signal Miragen and Merger Sub; and (ii) any code of conduct or similar policy adopted by Signal or by the Signal Board of Directors or any committee thereofeach Miragen Subsidiary.

Subsidiaries; Due Organization; Organizational Documents. (a) Other than Merger Subas set forth in Section 3.1(a) of the Vital Disclosure Schedule (the “Vital Subsidiaries”), Signal Vital does not have any Subsidiaries and Signal Vital does not own any capital stock of, or any equity interest of any nature in, any other Entity. Signal Other than as set forth in Section 3.1(a) of the Vital Disclosure Schedule (i) Vital has not agreed nor is obligated to make, nor is bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity. Signal Entity and (ii) Vital has not, at any time, been a general partner of, or has otherwise been liable for any of the debts or other obligations of, any general partnership, limited partnership or other Entity. (b) Each of Signal Vital and Merger Sub the Vital Subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has all necessary power and authority: (i) to conduct its business in the manner in which its business is currently being conducted; (ii) to own and use its assets in the manner in which its assets are currently owned and used; and (iii) to perform its obligations under all Signal Vital Contracts. (c) Each of Signal Vital and Merger Sub is the Vital Subsidiaries are qualified to do business as a foreign corporation, and is in good standing, under the laws of all jurisdictions where the nature of its business requires such qualification other than in jurisdictions where the failure to be so qualified would not constitute a Signal Vital Material Adverse Effect. (d) Each director and officer of Signal and Merger Sub Vital as of the date of this Agreement is set forth in Section 3.1(d) of the Signal Vital Disclosure Schedule. (e) Merger Sub was formed solely for the purpose of engaging in the Contemplated Transactions. Except for obligations and liabilities incurred in connection with its incorporation and the Contemplated Transactions, Merger Sub has not, and will not have, incurred, directly or indirectly, any obligations or liabilities or engaged in any business activities of any type or kind whatsoever or entered into any agreements or arrangements with any Person. (f) Signal Vital has delivered or made available to Miragen Immunic accurate and complete copies of (i) the certificate of incorporation, bylaws and other charter and organizational documents, including all currently effective amendments thereto, for Signal Vital and Merger Subthe Vital Subsidiaries; and (ii) any code of conduct or similar policy adopted by Signal Vital or by the Signal Vital Board of Directors or any committee thereof. Vital is not in violation of its organizational documents.

Subsidiaries; Due Organization; Organizational Documents. (a) Other than Merger SubExcept as set forth on Section 2.1(a) of the PERA Disclosure Schedule, Signal does not have any PERA has no Subsidiaries and Signal does not own any capital stock of, or any equity interest of any nature in, any other Entity. Signal PERA has not agreed nor is obligated to make, nor is bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity. Signal PERA has not, at any time, been a general partner of, or has otherwise been liable for any of the debts or other obligations of, any general partnership, limited partnership or other Entity. (b) Each of Signal and Merger Sub PERA is a corporation limited liability company duly organizedformed, validly existing and in good standing under the laws of the jurisdiction of its incorporation Nevada and has all necessary power and authority: (i) to conduct its business in the manner in which its business is currently being conducted; (ii) to own and use its assets in the manner in which its assets are currently owned and used; and (iii) to perform its obligations under all Signal PERA Contracts. (c) Each of Signal and Merger Sub PERA is qualified to do business as a foreign corporation, limited liability company and is in good standing, standing under the laws of all jurisdictions where the nature of its business requires such qualification other than qualification. Section 2.1(c) of the PERA Disclosure Schedule sets forth each jurisdiction in jurisdictions where the failure which PERA is qualified to be so qualified would not constitute a Signal Material Adverse Effectdo business. (d) Each director manager and officer of Signal and Merger Sub PERA as of the date of this Agreement is set forth in Section 3.1(d2.1(d) of the Signal PERA Disclosure Schedule. (e) Merger Sub was formed solely for the purpose of engaging in the Contemplated Transactions. Except for obligations and liabilities incurred in connection with its incorporation and the Contemplated Transactions, Merger Sub has not, and will not have, incurred, directly or indirectly, any obligations or liabilities or engaged in any business activities of any type or kind whatsoever or entered into any agreements or arrangements with any Person. (f) Signal PERA has delivered or made available to Miragen GC accurate and complete copies of (i) the certificate articles of incorporationorganization, bylaws operating agreement and all other charter and organizational documents, including all currently effective amendments theretothereto for PERA (collectively, for Signal and Merger Sub; the “PERA Charter Documents”) and (ii) any code of conduct or similar policy adopted by Signal PERA. PERA has not taken any action in breach or by violation of any of the Signal Board provisions of Directors the PERA Charter Documents nor is in breach or any committee thereofviolation of the PERA Charter Documents.