Common use of Subsidiaries Clause in Contracts

Subsidiaries. (a) The Schedule of Exceptions sets forth the name and state or jurisdiction of incorporation of each of its Subsidiaries. Each of such Subsidiaries (i) is a corporation or other business entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (ii) has full corporate power and authority and all necessary government approvals to own, lease and operate its properties and assets and to conduct its business as presently conducted and (iii) is duly qualified or licensed to do business as a foreign corporation and is in good standing in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its business makes such qualification or licensing necessary except where failure to be so qualified or licensed would not have, individually or in the aggregate, a Material Adverse Effect. The Company has furnished or made available to the Company true and complete copies of the certificate of incorporation, bylaws or comparable organizational documents of each of its Subsidiaries, each as amended to date. Such organizational documents are in full force and effect, and no such Subsidiary is in violation of any provision therein. (b) The Company owns beneficially, directly or indirectly, all of the issued and outstanding capital stock or other securities of each such Subsidiary and, except as set forth in the Schedule of Exceptions, does not own an equity interest in any other corporation, partnership or entity, other than in such Subsidiaries. Each outstanding share of capital stock or other securities of each such Subsidiary is duly authorized, validly issued, fully paid and nonassessable (or the foreign equivalent for foreign Subsidiaries) and each such share or other equity interest owned by the Company or one of its Subsidiaries is free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on the Company's or such other Subsidiary's voting rights, charges and other encumbrances of any nature whatsoever.

Subsidiaries. (a) The Schedule Section 4.7(a) of Exceptions sets forth the name Company Disclosure Letter contains a complete and state or accurate list of the name, jurisdiction of incorporation organization, capitalization and schedule of stockholders of each Subsidiary of its Subsidiariesthe Company. Each of such the Company’s Subsidiaries (i) is a corporation or other business entity duly organized, validly existing and in good standing (or equivalent status) under the laws of the jurisdiction of its respective organization, (ii) has full corporate power and authority and all necessary government approvals except where the failure to own, lease and operate its properties and assets and to conduct its business as presently conducted and (iii) is duly qualified or licensed to do business as a foreign corporation and is be in good standing in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its business makes such qualification or licensing necessary except where failure to be so qualified or licensed would not have, individually or in the aggregate, a Company Material Adverse Effect. Each of the Company’s Subsidiaries has the requisite corporate power and authority to carry on its respective business as it is presently being conducted and to own, lease or operate its respective properties and assets. Each of the Company’s Subsidiaries is duly qualified to do business and is in good standing (or equivalent status) in each jurisdiction where the character of its properties owned or leased or the nature of its activities make such qualification necessary, except where the failure to be so qualified or in good standing (or equivalent status) would not have, individually or in the aggregate, a Company Material Adverse Effect. The Company has furnished delivered or made available to the Company true Parent complete and complete correct copies of the certificates of incorporation, bylaws or other constituent documents, as amended, of the Company’s Subsidiaries. None of the Company’s Subsidiaries is in material violation of its certificate of incorporation, bylaws or comparable organizational documents of each of its Subsidiaries, each as amended to date. Such organizational documents are in full force and effect, and no such Subsidiary is in violation of any provision thereinother applicable constituent documents. (b) The Company owns beneficially, directly or indirectly, all All of the issued and outstanding capital stock of, or other securities equity or voting interest in, each Subsidiary of each such Subsidiary and, except as set forth in the Schedule of Exceptions, does not own an equity interest in any other corporation, partnership or entity, other than in such Subsidiaries. Each outstanding share of capital stock or other securities of each such Subsidiary is Company (i) have been duly authorized, validly issued, issued and are fully paid and nonassessable and (or the foreign equivalent for foreign Subsidiariesii) are owned beneficially and each such share or other equity interest owned of record by the Company or one of its wholly owned Subsidiaries is set forth in Section 4.7(a) of the Company Disclosure Letter, free and clear of all security interestsLiens and free of any other restriction (including any restriction on the right to vote, lienssell or otherwise dispose of such capital stock or other equity or voting interest) that would prevent the operation by the Surviving Corporation of such Subsidiary’s business as presently conducted. (c) There are no outstanding (i) shares of capital stock of or other voting or equity interests in any Subsidiary of the Company, claims(ii) securities of the Company or any of its Subsidiaries convertible into or exchangeable for shares of capital stock of, pledgesor other equity or voting interest in, any Subsidiary of the Company, (iii) options, warrants, rights or other commitments or agreements to acquire from the Company or any of first refusalits Subsidiaries, agreementsor that obligate the Company or any of its Subsidiaries to issue, limitations any capital stock of, or other equity or voting interest in, or any securities convertible into or exchangeable for shares of capital stock of, or other equity or voting interest in, any Subsidiary of the Company, (iv) obligations of the Company to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock of, or other equity or voting interest (including any voting debt) in, any Subsidiary of the Company (the items in clauses (i), (ii), (iii), (iv), together with the capital stock of the Subsidiaries of the Company, being referred to collectively as “Subsidiary Securities”), or (iv) other obligations by the Company or any of its Subsidiaries to make any payments based on the Company's price or such other Subsidiary's voting rights, charges and other encumbrances value of any nature whatsoevershares of any Subsidiary of the Company. Neither the Company nor any of its Subsidiaries is a party to any Contract which obligate the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any outstanding Subsidiary Securities. (d) Neither the Company nor any of the Company’s Subsidiaries owns any shares of capital stock of or other voting or equity interests in (including any securities exercisable or exchangeable for or convertible into shares of capital stock of or other voting or equity interests in) any other Person.

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

Subsidiaries. (a) The Section 4.3(a) of the Public Company Disclosure Schedule sets forth, for each Subsidiary of Exceptions sets forth the name and state or jurisdiction of incorporation of each of its Subsidiaries. Each of such Subsidiaries Public Company: (i) its name; (ii) the number and type of outstanding equity securities and a list of the holders thereof; and (iii) the jurisdiction of organization. (b) Each Subsidiary of Public Company is a corporation or other business entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organizationincorporation, (ii) has full all requisite corporate power and authority and all necessary government approvals to own, lease and operate its properties and assets and to conduct carry on its business as presently conducted currently conducted, and (iii) is duly qualified or licensed to do business as a foreign corporation and is in good standing as a foreign corporation in each jurisdiction where the character of the its properties owned, operated or leased or operated by it or the nature of its business activities makes such qualification or licensing necessary necessary, except where failure for such failures to be so organized, qualified or licensed would not havein good standing, individually or in the aggregate, that have not had, and are not reasonably likely to have, a Public Company Material Adverse Effect. The Company has furnished or made available to the Company true and complete copies All of the certificate of incorporation, bylaws or comparable organizational documents of each of its Subsidiaries, each as amended to date. Such organizational documents are in full force and effect, and no such Subsidiary is in violation of any provision therein. (b) The Company owns beneficially, directly or indirectly, all of the issued and outstanding capital stock or other securities of each such Subsidiary and, except as set forth in the Schedule of Exceptions, does not own an equity interest in any other corporation, partnership or entity, other than in such Subsidiaries. Each outstanding share shares of capital stock and other equity securities or other securities interests of each such Subsidiary is of Public Company are duly authorized, validly issued, fully paid paid, nonassessable and nonassessable free of preemptive rights and all such shares (other than directors’ qualifying shares in the case of non-U.S. Subsidiaries, all of which Public Company has the power to cause to be transferred for no or the foreign equivalent for foreign Subsidiaries) and each such share or other equity interest owned by the nominal consideration to Public Company or one Public Company’s designee) are owned, of record and beneficially, by Public Company or another of its Subsidiaries is free and clear of all security interests, liensLiens, claims, pledges, agreements or limitations in Public Company’s voting rights. There are no outstanding or authorized options, rights of first refusalwarrants, agreements, limitations on the Company's or such other Subsidiary's voting rights, charges and other encumbrances agreements or commitments to which Public Company or any of its Subsidiaries is a party or which are binding on any of them providing for the issuance, disposition or acquisition of any nature whatsoevercapital stock of any Subsidiary of Public Company. There are no outstanding stock appreciation, phantom stock or similar rights with respect to any Subsidiary of Public Company. There are no voting trusts, proxies or other agreements or understandings with respect to the voting of any capital stock of any Subsidiary of Public Company. (c) Public Company has made available to Merger Partner complete and accurate copies of the charter, bylaws or other organizational documents, each as amended, of each Subsidiary of Public Company. (d) Public Company does not control directly or indirectly or have any direct or indirect equity participation or similar interest in any corporation, partnership, limited liability company, joint venture, trust or other business association or entity which is not a Subsidiary of Public Company. There are no obligations, contingent or otherwise, of Public Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock of any Subsidiary of Public Company or to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any Subsidiary of Public Company or any other entity, other than guarantees of bank obligations of Subsidiaries of Public Company entered into in the Ordinary Course of Business.

Subsidiaries. (a) The Schedule All of Exceptions sets forth the name issued and state outstanding shares of capital stock of, or jurisdiction other equity securities in, each Subsidiary of incorporation of each of its Subsidiaries. Each of such Subsidiaries SunLink (i) have been, as applicable, duly authorized and validly issued and are fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right and (ii) except as set forth in Section 2.3(a) of the SunLink Disclosure Letter, are owned, directly or indirectly, by SunLink free and clear of all Liens. (b) Each Subsidiary of SunLink is a corporation or other business an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organizationincorporation or formation, (ii) has full corporate all requisite entity power and authority and all necessary government approvals to own, lease and operate its material properties and assets and to conduct carry on its business as presently conducted now being conducted, and (iii) is duly qualified or licensed to do business as a foreign corporation and is in good standing as a foreign entity in each jurisdiction where the character of the its properties owned, operated or leased or operated by it or the nature of its business activities makes such qualification or licensing necessary necessary, except where failure for such failures to be so organized, qualified or licensed would not havein good standing, individually or in the aggregate, that have not had and would not reasonably be expected to have a SunLink Material Adverse EffectEffect and would not reasonably be expected to prevent, or materially impair or delay, the ability of SunLink to consummate the Merger. The Company SunLink has furnished or made available to the Company true Regional true, correct and complete copies of the certificate of incorporation, bylaws or comparable organizational documents of each of its Subsidiaries, each Significant SunLink Subsidiary (and all amendments thereto) as amended to date. Such organizational documents are currently in full force and effect, and no such Subsidiary of SunLink is in violation material default in the performance, observation or fulfillment of any provision thereinits obligations under its organizational documents as currently in effect, except for such defaults that, individually or in the aggregate, have not had and would not have a SunLink Material Adverse Effect and would not reasonably be expected to prevent, or materially impair or delay, the ability of SunLink to consummate the Merger. (bc) The Company owns beneficiallySunLink does not own or control, directly or indirectly, all of the issued and outstanding capital stock or other any equity securities of each such any Person that is not a Subsidiary and, except as set forth in the Schedule of Exceptions, does not own an equity interest in any other corporation, partnership or entity, other than in such Subsidiaries. Each outstanding share of capital stock or other securities of each such Subsidiary is duly authorized, validly issued, fully paid and nonassessable (or the foreign equivalent for foreign Subsidiaries) and each such share or other equity interest owned by the Company or one of its Subsidiaries is free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on the Company's or such other Subsidiary's voting rights, charges and other encumbrances of any nature whatsoeverSunLink.

Subsidiaries. Each of the Company’s direct and indirect subsidiaries (aeach a “Subsidiary” and collectively, the “Subsidiaries”) The has been identified on Schedule of Exceptions sets forth the name and state or jurisdiction of incorporation of each of its SubsidiariesE hereto. Each of such the Subsidiaries (i) has been duly formed, is a corporation or other business entity duly organized, validly existing under the laws of the jurisdiction of formation, including the British Virgin Islands and Singapore, as the case may be, and in good standing under the laws of the jurisdiction of its organizationincorporation, (ii) has full corporate power and authority and all necessary government approvals (corporate or otherwise) to own, lease and operate own its properties and assets property and to conduct its business as presently conducted described in the Registration Statement, the Disclosure Package, the Prospectus, and (iii) is duly qualified or licensed to do transact business as a foreign corporation and is in good standing in each jurisdiction where in which the character of the properties owned, leased or operated by it or the nature conduct of its business makes or its ownership or leasing of property requires such qualification or licensing necessary qualification, except where to the extent that the failure to be so qualified or licensed be in good standing would not have, individually or result in the aggregate, a Material Adverse Effect. The Company has furnished or made available to Change on the Company true and complete copies its Subsidiaries, taken as a whole. Except as otherwise disclosed in the Registration Statement, the Disclosure Package and the Prospectus, all of the certificate equity interests of incorporationeach Subsidiary have been duly and validly authorized and issued, bylaws are owned directly or comparable indirectly by the Company, are fully paid in accordance with its amended and restated articles of association, memorandum of association or charter documents including any of the foregoing charter documents that will become effective upon completion of the Offering and non-assessable and are free and clear of all liens, encumbrances, equities or claims (“Liens”). None of the outstanding share capital or equity interest in any Subsidiary was issued in violation of preemptive or similar rights of any security holder of such Subsidiary. All of the constitutive or organizational documents of each of the Subsidiaries comply with the requirements of applicable laws of its Subsidiaries, each as amended to date. Such organizational documents jurisdiction of incorporation or organization and are in full force and effect. Apart from the Subsidiaries, and the Company has no such Subsidiary is in violation of direct or indirect subsidiaries or any provision therein. (b) The other company over which it has direct or indirect effective control. Other than the Subsidiaries, the Company owns beneficially, does not directly or indirectly, all indirectly control any entity through contractual arrangements or otherwise such that the entity would be deemed a consolidated affiliated entity whose financial results would be consolidated under U.S. GAAP with the financial results of the issued and outstanding capital stock or other securities Company on the consolidated financial statements of each such Subsidiary andthe Company, except as set forth in the Schedule regardless of Exceptions, does not own an equity interest in any other corporation, partnership or entity, other than in such Subsidiaries. Each outstanding share of capital stock or other securities of each such Subsidiary is duly authorized, validly issued, fully paid and nonassessable (or the foreign equivalent for foreign Subsidiaries) and each such share or other equity interest owned by whether the Company directly or one indirectly owns less than a majority of its Subsidiaries is free and clear the equity interests of all security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on the Company's or such other Subsidiary's voting rights, charges and other encumbrances of any nature whatsoeverperson.

Subsidiaries. (a) The Schedule All of Exceptions sets forth the name issued and state or jurisdiction outstanding shares of incorporation capital stock of each of its Subsidiaries. Each the Company’s Subsidiaries that is registered or incorporated outside of the PRC are owned directly or indirectly by the Company, free and clear of all liens, and are duly authorized and validly issued, fully paid and non-assessable and there is no subscription, option, warrant, call right, agreement or commitment relating to the issuance, sale, delivery, voting, transfer or redemption by any such Subsidiaries (i) is a corporation including any right of conversion or exchange under any outstanding security or other business entity duly organized, validly existing and in good standing under the laws instrument) of the jurisdiction capital stock of any such Subsidiaries (other than any such subscription, option, warrant, call right, agreement or commitment in favor of the Company or its Subsidiaries). (b) For each of the Company’s Subsidiaries that is registered or incorporated in the PRC (the “Onshore Companies”), each holder of record of its organizationregistered capital have contributed in full its subscribed share of the entity’s registered capital pursuant to the articles of association and, (ii) has full corporate power as applicable, relevant joint venture contracts, and authority all such contributions have been verified and certified by a Chinese registered public accountant according to applicable law, approved by and registered with all relevant Governmental Authorities and fully paid, and verification certificates have been issued to each such holder of record or previous investor accordingly. All previous transfers or assignments of registered capital have been approved by and registered with the relevant Governmental Authorities and all necessary government approvals to own, lease and operate its properties and assets and to conduct its business as presently conducted and (iii) is duly qualified or licensed to do business as a foreign corporation and is in good standing in each jurisdiction where the character corporate actions. Each Onshore Company successfully passed all of the properties ownedapplicable annual audits required by applicable law. Without limiting the generality of the foregoing, leased or operated all approvals, registrations and filings required under PRC Law for the due and proper establishment and operation of each Onshore Company and for the conduct of the business of each such Onshore Company have been duly obtained by it or the nature of its business makes such qualification or licensing necessary Onshore Companies from the relevant PRC Governmental Authorities and are in full force and effect, except where to the extent the failure to be so qualified obtain or licensed complete any such approval, registration or filing would not havenot, individually or in the aggregate, have a Material Adverse Effect. The All required approvals of, and filings and registrations with, the relevant Onshore Companies required in respect of each Onshore Company has furnished or made available and other Subsidiaries (to the Company true extent applicable) and complete copies their respective operations, including but not limited, the National Development and Reform Commission of the certificate of incorporationPRC, bylaws the MOFCOM, the SAIC, the SAFE or comparable organizational documents of each of its Subsidiaries, each as amended to date. Such organizational documents are in full force and effecttheir respective local branches, and no such Subsidiary is in violation of any provision therein. (b) The Company owns beneficiallythe relevant tax bureau, directly customs authorities and product registration authorities, have been duly obtained or indirectly, all of the issued and outstanding capital stock or other securities of each such Subsidiary and, except as set forth in the Schedule of Exceptions, does not own an equity interest in any other corporation, partnership or entity, other than in such Subsidiaries. Each outstanding share of capital stock or other securities of each such Subsidiary is duly authorized, validly issued, fully paid and nonassessable (or the foreign equivalent for foreign Subsidiaries) and each such share or other equity interest owned completed by the Company or one of its Subsidiaries is free and clear of all security intereststhe applicable Company Subsidiary in accordance with the relevant PRC Laws, liensexcept to the extent the failure to obtain or complete any such approvals, claimsfilings or registration would not, pledgesindividually or in the aggregate, options, rights of first refusal, agreements, limitations on the Company's or such other Subsidiary's voting rights, charges and other encumbrances of any nature whatsoeverhave a Material Adverse Effect.

Subsidiaries. Each of the Company’s direct and indirect subsidiaries (aeach a “Subsidiary”, and collectively, the “Subsidiaries”) The has been identified on Schedule of Exceptions sets forth the name and state or jurisdiction of incorporation of each of its SubsidiariesE hereto. Each of such the Subsidiaries (i) has been duly formed, is a corporation or other business entity duly organized, validly existing under the laws of the Cayman Islands, the British Virgin Islands, Singapore, Malaysia, the United States, Hong Kong or the People’s Republic of China (the “PRC”), as the case may be, and in good standing under the laws of the jurisdiction of its organizationincorporation, (ii) has full corporate power and authority and all necessary government approvals (corporate or otherwise) to own, lease and operate own its properties and assets property and to conduct its business as presently conducted described in the Registration Statement, the Disclosure Package, the Prospectus, and (iii) is duly qualified or licensed to do transact business as a foreign corporation and is in good standing in each jurisdiction where in which the character of the properties owned, leased or operated by it or the nature conduct of its business makes or its ownership or leasing of property requires such qualification or licensing necessary qualification, except where to the extent that the failure to be so qualified or licensed be in good standing would not have, individually or result in the aggregate, a Material Adverse Effect. The Company has furnished or made available to Change on the Company true and complete copies its Subsidiaries, taken as a whole. Except as otherwise disclosed in the Registration Statement, the Disclosure Package, and the Prospectus, all of the certificate equity interests of incorporationeach Subsidiary have been duly and validly authorized and issued, bylaws are owned or comparable controlled directly or indirectly by the Company, are fully paid in accordance with its articles of association, memorandum of association or charter documents, as amended and restated from time to time and non-assessable and are free and clear of all liens, encumbrances, equities or claims (“Liens”). None of the outstanding share capital or equity interest in any Subsidiary was issued in violation of preemptive or similar rights of any security holder of such Subsidiary. All the constitutive or organizational documents of each of the Subsidiaries comply with the requirements of applicable laws of its Subsidiaries, each as amended to date. Such organizational documents jurisdiction of incorporation or organization and are in full force and effect. Apart from the Subsidiaries, and the Company has no such Subsidiary is in violation of direct or indirect subsidiaries or any provision therein. (b) The other company over which it has direct or indirect effective control. Other than the Subsidiaries, the Company owns beneficially, does not directly or indirectly, all indirectly control any entity through contractual arrangements or otherwise such that the entity would be deemed a consolidated affiliated entity whose financial results would be consolidated under U.S. GAAP with the financial results of the issued and outstanding capital stock or other securities Company on the consolidated financial statements of each such Subsidiary andthe Company, except as set forth in the Schedule regardless of Exceptions, does not own an equity interest in any other corporation, partnership or entity, other than in such Subsidiaries. Each outstanding share of capital stock or other securities of each such Subsidiary is duly authorized, validly issued, fully paid and nonassessable (or the foreign equivalent for foreign Subsidiaries) and each such share or other equity interest owned by whether the Company directly or one indirectly owns less than a majority of its Subsidiaries is free and clear the equity interests of all security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on the Company's or such other Subsidiary's voting rights, charges and other encumbrances of any nature whatsoeverperson.

Subsidiaries. (a) The Schedule Each Subsidiary of Exceptions sets forth the name and state Company is an entity duly incorporated or jurisdiction of incorporation of each of its Subsidiaries. Each of such Subsidiaries (i) is a corporation or other business entity otherwise duly organized, validly existing and (where applicable or recognized) in good standing under the laws of the its jurisdiction of its incorporation or organization, (ii) except, in the case of any such Subsidiary, where the failure to be so incorporated, organized, existing or in good standing would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Each Subsidiary of the Company has full corporate power and authority all corporate, limited liability company or comparable powers and all necessary government approvals Governmental Authorizations required to own, lease and operate its properties and assets and to conduct carry on its business as presently conducted now conducted, except for those powers or Governmental Authorizations the absence of which has not had, and (iii) would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Each such Subsidiary is duly qualified or licensed to do business as a foreign corporation entity and is in good standing in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its business makes such qualification or licensing necessary is necessary, except for those jurisdictions where failure to be so qualified or licensed has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company has furnished or made available to the Company true and complete copies of the certificate of incorporation, bylaws or comparable organizational documents of each of its Subsidiaries, each as amended to date. Such organizational documents are in full force and effect, and no such Subsidiary is in violation of any provision therein. (b) The All of the outstanding capital stock or other voting securities of or other ownership interests in each Subsidiary of the Company owns beneficiallyare owned by the Company, directly or indirectly, all free and clear of any Lien and free of any other limitation or restriction (including any restriction on the issued and outstanding right to vote, sell or otherwise dispose of such capital stock or other voting securities or other ownership interests), in each case other than (x) statutory or other liens for Taxes or assessments which are not yet due or delinquent or the validity of which is being contested in good faith by appropriate proceedings and for which adequate reserves are being maintained in accordance with GAAP, (y) transfer and other restrictions under applicable federal and state securities Laws and (z) in the case of Subsidiaries that are immaterial to the Company and its Subsidiaries, taken as a whole, immaterial Liens. Section 4.6(b) of the Company Disclosure Letter contains a complete and accurate list of the Subsidiaries of the Company, including, for each of the Subsidiaries, (i) its name and (ii) its jurisdiction of organization. Each Subsidiary is directly or indirectly wholly owned by the Company. There are no issued, reserved for issuance or outstanding (i) securities of each such Subsidiary andthe Company or any of its Subsidiaries convertible into, except as set forth in the Schedule of Exceptionsor exchangeable for, does not own an equity interest in any other corporation, partnership or entity, other than in such Subsidiaries. Each outstanding share shares of capital stock or other voting securities of each such Subsidiary is duly authorized, validly issued, fully paid and nonassessable (or the foreign equivalent for foreign Subsidiaries) and each such share or other equity interest owned ownership interests in any Subsidiary of the Company, (ii) warrants, calls, options or other rights to acquire from the Company or any of its Subsidiaries, or other obligations of the Company or any of its Subsidiaries to issue, any shares of capital stock or other voting securities of or other ownership interests in or any securities convertible into, or exchangeable for, any shares of capital stock or other voting securities of or other ownership interests in any Subsidiary of the Company or (iii) restricted shares, stock appreciation rights, performance units, contingent value rights, “phantom” stock or similar securities or rights issued or granted by the Company or one any of its Subsidiaries is free and clear of all security intereststhat are derivative of, liensor provide economic benefits based, claimsdirectly or indirectly, pledges, options, rights of first refusal, agreements, limitations on the Company's value or such price of, any capital stock or other Subsidiary's voting rightssecurities of or other ownership interests in any Subsidiary of the Company (the items in clauses (i) through (iii) being referred to collectively as the “Company Subsidiary Securities”). There are no outstanding obligations of the Company or any of its Subsidiaries to repurchase, charges and other encumbrances redeem or otherwise acquire any of any nature whatsoeverthe Company Subsidiary Securities.

Subsidiaries. Parent does not directly or indirectly own any interest in any other corporation, partnership, joint venture or other business association or entity, foreign or domestic. (Such corporations, partnerships, joint ventures or other business entities of which Parent owns, directly or indirectly, greater than fifty percent of the shares of capital stock or other equity interests (including partnership interests) entitled (without regard to the occurrence of any contingency) to cast at least a majority of the votes that may be cast by all shares or equity interests having ordinary voting power for the election of directors or other governing body of such entity are hereinafter referred to as the "Parent Subsidiaries".) (a) The Schedule of Exceptions sets forth the name and state or jurisdiction of incorporation of each of its Subsidiaries. Each of such Subsidiaries (i) Parent Subsidiary that is a corporation or other business entity is a corporation duly organized, validly existing and in good standing under the laws of the its jurisdiction of incorporation. Each Parent Subsidiary that is a partnership or a limited liability company is duly formed and validly existing under the laws of its organization, jurisdiction of formation. (iib) Each Parent Subsidiary has full the corporate power and authority and all necessary government approvals or the partnership power, as the case may be, to own, lease and operate its properties and assets and to conduct carry on its business as it is now being conducted or presently conducted and proposed to be conducted. (iiic) Each Parent Subsidiary that is a corporation is duly qualified or licensed to do business as a foreign corporation to do business, and is in good standing standing, in each jurisdiction where the character of the its properties owned, leased owned or operated by it held under lease or the nature of its business activities makes such qualification or licensing necessary necessary, except where the failure to be so qualified or licensed would not have, individually or in the aggregate, aggregate have a Parent Material Adverse Effect. The Company has furnished or made available Each Parent Subsidiary that is a partnership is duly qualified as a foreign partnership authorized to do business, and is in good standing, in each jurisdiction where the Company true and complete copies of the certificate of incorporation, bylaws or comparable organizational documents of each character of its Subsidiariesproperties owned or held under lease or the nature of its activities makes such qualification necessary, each as amended except where the failure to date. Such organizational documents are be so qualified would not individually or in full force and effect, and no such Subsidiary is in violation of any provision thereinthe aggregate have a Parent Material Adverse Effect. (bd) The Company owns beneficially, directly or indirectly, all All of the issued and outstanding capital stock or other securities of each such Subsidiary and, except as set forth in the Schedule of Exceptions, does not own an equity interest in any other corporation, partnership or entity, other than in such Subsidiaries. Each outstanding share shares of capital stock or other securities of each such Subsidiary is duly authorized, the Parent Subsidiaries that are corporations are validly issued, fully paid and nonassessable nonassessable. (or e) All of the foreign equivalent for foreign Subsidiaries) and each such share outstanding shares of capital stock of, or other equity interest ownership interests in, each of the Parent Subsidiaries owned by the Company Parent or one of its Subsidiaries is a Parent Subsidiary are owned by Parent or by a Parent Subsidiary free and clear of all security interests, any liens, claims, pledgescharges or encumbrances. Except as set forth in Section 4.2 hereof, there are not now, and at the Effective Time there will not be, any outstanding options, rights of first refusalwarrants, agreementssubscriptions, limitations on the Company's or such other Subsidiary's voting calls, rights, charges convertible securities or other agreements or commitments obligating Parent or any Parent Subsidiary to issue, transfer or sell any securities of Parent or any Parent Subsidiary. (f) There are not now, and at the Effective Time there will not be, any voting trusts, standstill, stockholder or other encumbrances agreements or understandings to which Parent or any of the Parent Subsidiaries is a party or is bound with respect to the voting of the capital stock of Parent or any nature whatsoeverof the Parent Subsidiaries. (g) Sub is a newly incorporated company formed solely for purposes of the transactions contemplated by this Agreement and has engaged in no activity other than as provided in, or contemplated by, this Agreement.

Subsidiaries. (a) The Schedule Section 3.2(a) of Exceptions the Company Disclosure Letter sets forth (i) each Subsidiary of the name Company (individually, a “Company Subsidiary” and state or collectively, the “Company Subsidiaries”) and (ii) each such Company Subsidiary’s jurisdiction of incorporation of or organization. Each Company Subsidiary and each of its Subsidiaries. Each of such Subsidiaries (i) HATLP, OCOP and PLNL is a corporation duly incorporated or a limited liability company, partnership or other business entity duly organized, organized and is validly existing and and, if applicable, in good standing under the laws Laws of the jurisdiction of its incorporation or organization, (ii) as the case may be, and has full all requisite corporate or other power and authority and all necessary government approvals authority, as the case may be, to own, lease and operate its properties and assets and to conduct carry on its business as presently conducted and (iii) now being conducted. Each Company Subsidiary is duly qualified or licensed to do business as a foreign corporation and is in good standing in each jurisdiction where the character of the properties owned, leased or operated by it or in which the nature of its business or the ownership, leasing or operation of its properties makes such qualification or licensing necessary necessary, except where for those jurisdictions in which the failure to be so qualified or licensed would not haveor to be in good standing, individually or in the aggregate, has not resulted in and would not reasonably be expected to result in a Material Adverse EffectEffect on the Company. The Company has furnished or made available to the Company true Parent true, correct and complete copies of the certificate of incorporation, bylaws or comparable organizational documents Constituent Documents of each of its SubsidiariesCompany Subsidiary, each as amended to date. Such organizational documents are and in full force and effect, and no such Subsidiary is in violation effect on the date of any provision thereinthis Agreement. (b) The Company owns beneficiallyis, directly or indirectly, the record and Beneficial Owner of (i) all of the issued and outstanding capital stock or other securities Securities of each such Company Subsidiary (other than TNCLP), (ii) 75.321% of the outstanding Securities of TNCLP, (iii) 50% of the outstanding Securities of GrowHow, (iv) 50% of the outstanding Securities of HATLP, (v) 50% of the outstanding Securities of OCOP and (vi) 50% of the outstanding Securities of PLNL, in each case free and clear of any Liens and, except as set forth in with respect to the Schedule Securities of ExceptionsGrowHow, does not own an equity interest in HATLP, OCOP and PLNL, free of any other corporationlimitation or restriction (including any limitation or restriction on the right to vote, partnership sell, transfer or entity, other than in otherwise dispose of the Securities). All of such Subsidiaries. Each outstanding share of capital stock or other securities of each such Subsidiary is Securities so owned by the Company have been duly authorized, validly issued, fully paid and nonassessable (and no such shares have been issued in violation of any preemptive or similar rights). Except for the foreign equivalent for foreign Subsidiaries) and each such share or other equity interest owned by Securities of the Company Subsidiaries, GrowHow, HATLP, OCOP and PLNL, the Company does not own, directly or one of its Subsidiaries is free and clear of all security interestsindirectly, liens, claims, pledges, options, rights of first refusal, agreements, limitations on the Company's or such other Subsidiary's voting rights, charges and other encumbrances of any nature whatsoeverSecurities in any Person.

Subsidiaries. Each of the Company’s direct and indirect subsidiaries (aeach a “Subsidiary” and collectively, the “Subsidiaries”) The has been identified on Schedule of Exceptions sets forth the name and state or jurisdiction of incorporation of each of its SubsidiariesE hereto. Each of such the Subsidiaries (i) has been duly formed, is a corporation or other business entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organizationincorporation, (ii) has full corporate power and authority and all necessary government approvals (corporate or otherwise) to own, lease and operate own its properties and assets property and to conduct its business as presently conducted described in the Registration Statement, the Disclosure Package, the Prospectus, and (iii) is duly qualified or licensed to do transact business as a foreign corporation and is in good standing in each jurisdiction where in which the character of the properties owned, leased or operated by it or the nature conduct of its business makes or its ownership or leasing of property requires such qualification or licensing necessary qualification, except where to the extent that the failure to be so qualified or licensed be in good standing would not have, individually or result in the aggregate, a Material Adverse Effect. The Company has furnished or made available to Change on the Company true and complete copies its Subsidiaries, taken as a whole. Except as otherwise disclosed in the Registration Statement, the Disclosure Package and the Prospectus, all of the certificate equity interests of incorporationeach Subsidiary have been duly and validly authorized and issued, bylaws are owned or comparable controlled directly or indirectly by the Company, are fully paid in accordance with its memorandum and articles of association or charter documents and non-assessable and are free and clear of all liens, encumbrances, equities or claims. None of the outstanding share capital or equity interest in any Subsidiary was issued in violation of preemptive or similar rights of any security holder of such Subsidiary. All of the constitutive or organizational documents of each of the Subsidiaries comply with the requirements of applicable laws of its Subsidiaries, each as amended to date. Such organizational documents jurisdiction of incorporation or organization and are in full force and effect. Apart from the Subsidiaries, and the Company has no such Subsidiary is in violation of direct or indirect subsidiaries or any provision therein. (b) The other company over which it has direct or indirect effective control. Other than the Subsidiaries, the Company owns beneficially, does not directly or indirectly, all indirectly control any entity through contractual arrangements or otherwise such that the entity would be deemed a consolidated affiliated entity whose financial results would be consolidated under U.S. GAAP with the financial results of the issued and outstanding capital stock or other securities Company on the consolidated financial statements of each such Subsidiary andthe Company, except as set forth in the Schedule regardless of Exceptions, does not own an equity interest in any other corporation, partnership or entity, other than in such Subsidiaries. Each outstanding share of capital stock or other securities of each such Subsidiary is duly authorized, validly issued, fully paid and nonassessable (or the foreign equivalent for foreign Subsidiaries) and each such share or other equity interest owned by whether the Company directly or one indirectly owns less than a majority of its Subsidiaries is free and clear the equity interests of all security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on the Company's or such other Subsidiary's voting rights, charges and other encumbrances of any nature whatsoeverperson.

Subsidiaries. Company does not directly or indirectly own any interest in any other corporation, partnership, joint venture or other business association or entity, foreign or domestic. (Such corporations, partnerships, joint ventures or other business entities of which Company owns, directly or indirectly, greater than fifty percent of the shares of capital stock or other equity interests (including partnership interests) entitled (without regard to the occurrence of any contingency) to cast at least a majority of the votes that may be cast by all shares or equity interests having ordinary voting power for the election of directors or other governing body of such entity are hereinafter referred to as the "Company Subsidiaries".) (a) The Schedule of Exceptions sets forth the name and state or jurisdiction of incorporation of each of its Subsidiaries. Each of such Subsidiaries (i) Company Subsidiary that is a corporation or other business entity is a corporation duly organized, validly existing and in good standing under the laws of the its jurisdiction of incorporation. Each Company Subsidiary that is a partnership or a limited liability company is duly formed and validly existing under the laws of its organization, jurisdiction of formation. (iib) Each Company Subsidiary has full the corporate power and authority and all necessary government approvals or the partnership power, as the case may be, to own, lease and operate its properties and assets and to conduct carry on its business as it is now being conducted or presently conducted and proposed to be conducted. (iiic) Each Company Subsidiary that is a corporation is duly qualified or licensed to do business as a foreign corporation to do business, and is in good standing standing, in each jurisdiction where the character of the its properties owned, leased owned or operated by it held under lease or the nature of its business activities makes such qualification or licensing necessary necessary, except where the failure to be so qualified or licensed would not have, individually or in the aggregate, aggregate have a Company Material Adverse Effect. The Each Company has furnished or made available Subsidiary that is a partnership is duly qualified as a foreign partnership authorized to do business, and is in good standing, in each jurisdiction where the Company true and complete copies of the certificate of incorporation, bylaws or comparable organizational documents of each character of its Subsidiariesproperties owned or held under lease or the nature of its activities makes such qualification necessary, each as amended except where the failure to date. Such organizational documents are be so qualified would not individually or in full force and effect, and no such Subsidiary is in violation of any provision thereinthe aggregate have a Company Material Adverse Effect. (bd) The Company owns beneficially, directly or indirectly, all All of the issued and outstanding capital stock or other securities of each such Subsidiary and, except as set forth in the Schedule of Exceptions, does not own an equity interest in any other corporation, partnership or entity, other than in such Subsidiaries. Each outstanding share shares of capital stock or other securities of each such Subsidiary is duly authorized, the Company Subsidiaries that are corporations are validly issued, fully paid and nonassessable nonassessable. (or e) All of the foreign equivalent for foreign Subsidiaries) and each such share outstanding shares of capital stock of, or other equity interest ownership interests in, each of the Company Subsidiaries owned by the Company or one of its Subsidiaries is a Company Subsidiary are owned by Company or by a Company Subsidiary free and clear of all security interests, any liens, claims, pledgescharges or encumbrances. Except as set forth in Section 5.2 hereof, there are not now, and at the Effective Time there will not be, any outstanding options, rights of first refusalwarrants, agreementssubscriptions, limitations on the Company's or such other Subsidiary's voting calls, rights, charges convertible securities or other agreements or commitments obligating Company or any Company Subsidiary to issue, transfer or sell any securities of Company or any Company Subsidiary. (f) There are not now, and at the Effective Time there will not be, any voting trusts, standstill, stockholder or other encumbrances agreements or understandings to which Company or any of the Company Subsidiaries is a party or is bound with respect to the voting of the capital stock of Company or any nature whatsoeverof the Company Subsidiaries.

Subsidiaries. (a) The Schedule of Exceptions sets forth the name Attached hereto as DL 3.6 is a true and state or jurisdiction of incorporation complete list of each subsidiary of its the Corporation (the "Subsidiaries. Each "), and except as set forth on DL 3.6, each of such the Subsidiaries (i) is duly incorporated and validly existing as a corporation or other business entity duly organized, validly existing and in good standing under the laws of the its jurisdiction of its organizationincorporation, (ii) has with full corporate power and authority and all necessary government approvals to own, lease and operate its properties and assets and to conduct its business as presently it is now conducted and (iii) to own the properties and assets it now owns. Except as set forth in DL 3.6, each of the Subsidiaries is duly qualified or licensed to do business as a foreign corporation and is in good standing in each jurisdiction every jurisdiction, both domestic and foreign, where the character of the properties owned, property owned or leased or operated by it or the nature of its business activities makes such qualification or licensing necessary necessary, except where the failure to be so qualified or licensed would is not have, individually or in the aggregate, reasonably likely to have a Material Adverse Effect. The Company has furnished or made available to Effect on the Company true Corporation and complete copies of the certificate of incorporation, bylaws or comparable organizational documents of each of its Subsidiaries, each taken as amended to datea whole. Such organizational documents All Subsidiaries are in full force and effect, and no such Subsidiary is in violation of any provision therein. (b) The Company owns beneficiallywholly owned, directly or indirectly, all of by the issued and outstanding capital stock Corporation. Except for the Subsidiaries or as set forth in DL 3.6, the Corporation does not own, directly or indirectly, securities or other securities of each such Subsidiary and, ownership interests in any other entity and except as set forth in DL 3.6, neither the Schedule of Exceptions, does not own an equity interest in Corporation nor any other corporation, partnership or entity, other than in such Subsidiaries. Each outstanding share of capital stock or other securities of each such Subsidiary is duly authorized, validly issued, fully paid and nonassessable (or the foreign equivalent for foreign Subsidiaries) and each such share or other equity interest owned by the Company or one of its Subsidiaries is subject to any obligation or requirement to provide funds for or to make any investment (in the form of a loan, capital contribution or otherwise) to or in any entity other than a Subsidiary. All of the shares of capital stock of the Subsidiaries have been duly authorized and validly issued, are fully paid and nonassessable, are not subject to, nor were they issued in violation of, any preemptive rights, and are owned, directly or indirectly, by the Corporation free and clear of all security interestsEncumbrances, liensoptions or claims whatsoever. No shares of capital stock of any of the Subsidiaries are reserved for issuance and there are no outstanding or authorized options, claimswarrants, pledgesrights, optionssubscriptions, claims of any character, agreements, obligations, rights of first refusalredemption, agreementsconvertible or exchangeable securities, limitations on or other commitments, contingent or otherwise, relating to the Company's or such other Subsidiary's voting rights, charges and other encumbrances capital stock of any nature whatsoeverSubsidiary, pursuant to which such Subsidiary is or may become obligated to issue any shares of capital stock of such Subsidiary or any securities convertible into, exchangeable for, or evidenced in the right to subscribe for, any shares of such Subsidiary. Except as set forth in DL 3.6(ii), there are no restrictions of any kind which prevent the payment of dividends by any of the Subsidiaries.

Subsidiaries. (a) The Schedule of Exceptions sets forth the name and state or jurisdiction of incorporation of each of its Subsidiaries. Each of such the Subsidiaries of Parent (i) is a corporation or other business entity duly organized, validly existing and in good standing (with respect to jurisdictions that recognize the concept of good standing) under the laws of the jurisdiction of its organization, organization and (ii) has full the requisite corporate power and authority and all necessary government approvals to own, lease and operate its properties and assets and to conduct its business as it is presently being conducted and to own, lease or operate its properties and assets, except, in the case of (iiii) and (ii) for such failures to be duly organized, validly existing or in good standing, or to have such power and authority, as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. Each of the Subsidiaries of Parent is duly qualified or and licensed to do business as a foreign corporation and is in good standing in each jurisdiction where the character of the its properties owned, or assets owned or leased or operated by it or the nature of or the conduct of its business makes activities make such qualification qualification, license or licensing good standing necessary (with respect to jurisdictions that recognize the concept of good standing), except where the failure to be so qualified qualified, licensed or licensed in good standing has not had, and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. The Company has furnished or made available to Section 4.7 of the Company Parent Disclosure Letter sets forth a true and complete copies list of the certificate Subsidiaries of incorporation, bylaws or comparable organizational documents Parent as of each the date of its Subsidiaries, each as amended to date. Such organizational documents are in full force and effect, and no such Subsidiary is in violation of any provision thereinthis Agreement. (b) The Company owns beneficiallyExcept as set forth on Section 4.7(b) of the Parent Disclosure Letter, all of the outstanding capital stock of, or other equity interests in, each Subsidiary of Parent (i) has been duly authorized, validly issued and is fully paid and nonassessable; and (ii) is owned, directly or indirectly, all of the issued and outstanding capital stock or other securities of each such Subsidiary andby Parent, except as set forth in the Schedule of Exceptions, does not own an equity interest in any other corporation, partnership or entity, other than in such Subsidiaries. Each outstanding share of capital stock or other securities of each such Subsidiary is duly authorized, validly issued, fully paid and nonassessable (or the foreign equivalent for foreign Subsidiaries) and each such share or other equity interest owned by the Company or one of its Subsidiaries is free and clear of all security interestsLiens (other than Permitted Liens and restrictions on transfer arising under applicable federal and state securities Laws). (c) There are no outstanding (i) securities convertible into or exchangeable or exercisable for shares of capital stock of, liensor other equity interests in, claims, pledges, any Subsidiary of Parent; (ii) options, warrants or other rights or arrangements that obligate Parent or any Subsidiary of first refusalParent to issue, agreementsany capital stock of, limitations or other equity interest in, or any securities convertible into or exchangeable for, shares of capital stock of, or other equity interest in, any Subsidiary of Parent; or (iii) restricted shares, stock appreciation rights, performance units, contingent value rights, “phantom” stock or similar securities or rights issued by or with the approval of Parent or any of its Subsidiaries that are derivative of, or provide economic benefits based, directly or indirectly, on the Company's value or such price of, any capital stock or other Subsidiary's voting rightssecurities of, charges or other ownership interests in, any Subsidiary of Parent. (d) Except as set forth on Section 4.7(d) of the Parent Disclosure Letter, and except for the capital stock or other encumbrances voting securities of, or other ownership interests in, its Subsidiaries and publicly traded securities held for investment that do not exceed five percent of the outstanding securities of any nature whatsoeverentity, Parent does not own, directly or indirectly, nor is Parent or any of its Subsidiaries party to any Contract, commitment or other agreement to acquire, any capital stock or other voting securities of, or other ownership interests in, any Person.

Subsidiaries. (a) The Schedule of Exceptions sets forth the name and state or jurisdiction of incorporation of each of its Subsidiaries. Each of such Subsidiaries (i) HCCH Subsidiary is a corporation or other business entity duly organizedincorporated, validly existing and in good standing under the laws of the its jurisdiction of its organizationincorporation, (ii) has full all corporate power and authority powers and all necessary government approvals material Governmental Authorizations required to own, lease and operate its properties and assets and to conduct carry on its business as presently conducted now conducted, except such Governmental Authorizations the failure of which to have obtained would not have a Material Adverse Effect on HCCH, and (iii) is duly qualified or licensed to do business as a foreign corporation and is in good standing in each jurisdiction where the character of the properties ownedproperty owned or leased by HCCH, leased or operated by it or the nature of its business makes activities make such qualification or licensing necessary necessary, except for those jurisdictions where failure to be so qualified or licensed would not havenot, individually or in the aggregate, have a Material Adverse EffectEffect on HCCH. The Company has furnished or made available All Subsidiaries and Joint Ventures material to the Company true business of HCCH ("Material HCCH Subsidiaries") and complete copies their respective jurisdictions of incorporation or organization and HCCH's ownership interest therein are identified in the certificate of incorporation, bylaws or comparable organizational documents of each of HCCH Disclosure Schedule. Other than its Subsidiaries, each as amended to date. Such organizational documents are investments in full force its Subsidiaries and effectJoint Ventures, and no shares of stock in publicly held companies aggregating less than 10% of such Subsidiary is public company's outstanding stock, HCCH does not own, directly or indirectly, any outstanding capital stock or equity interest in violation of any provision thereincorporation, partnership, Joint Venture or other entity. (b) The Company owns beneficiallyAll of the outstanding capital stock of, or other ownership interests in, each Material HCCH Subsidiary that is owned by HCCH, is owned by HCCH, directly or indirectly, all free and clear of any material Lien and free of any other material limitation or restriction on its rights as owner thereof (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other ownership interests), other than those imposed by applicable law. There are no existing options, calls or commitments of any character relating to the issued and outstanding or unissued capital stock or other securities of each such or equity interests (collectively, "HCCH Subsidiary and, except as set forth in the Schedule of Exceptions, does not own an equity interest in any other corporation, partnership or entity, other than in such Subsidiaries. Each outstanding share of capital stock or other securities of each such Subsidiary is duly authorized, validly issued, fully paid and nonassessable (or the foreign equivalent for foreign SubsidiariesSecurities") and each such share or other equity interest owned by the Company or one of its Subsidiaries is free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on the Company's or such other Subsidiary's voting rights, charges and other encumbrances of any nature whatsoeverHCCH Subsidiary.

Subsidiaries. (a) The subsidiaries of the Company are ------------ listed on Schedule of Exceptions sets forth 4.02 hereto together with, as to each subsidiary, a list identifying (i) the name and state or jurisdiction of incorporation of such subsidiary, (ii) each of its Subsidiariesjurisdiction in which such subsidiary is qualified to conduct business, (iii) each jurisdiction in which such subsidiary has an office or conducts business. Each of such Subsidiaries (i) Except as set forth on Schedule 4.02 hereto, each subsidiary is a corporation or other business entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (ii) incorporation and has full all requisite corporate power and authority and all necessary government governmental approvals to own, lease and operate its properties and assets and to conduct carry on its business as presently conducted now being conducted, except where the failure to be so organized, existing and (iii) in good standing or to have such power, authority and governmental approvals would not, individually or in the aggregate, have a Material Adverse Effect. The Company has heretofore delivered to Parent or Acquisition accurate and complete copies of the certificates of incorporation and by-laws or equivalent organizational documents of each subsidiary of the Company, each as currently in effect. Each subsidiary is duly qualified or licensed and in good standing to do business as a foreign corporation and is in good standing in each jurisdiction where in which the character of the properties property owned, leased or operated by it or the nature of its the business makes conducted by it make such qualification or licensing necessary necessary, except in such jurisdictions where the failure to be so duly qualified or licensed and in good standing would not havenot, individually or in the aggregate, have a Material Adverse Effect. The Company has furnished or made available to the Company true and complete copies of the certificate of incorporation, bylaws or comparable organizational documents of each of its Subsidiaries, each as amended to date. Such organizational documents are in full force and effect, and no such Subsidiary is in violation of any provision therein. (b) The Except as set forth in Schedule 4.02 hereto, the Company owns beneficiallyis, directly or indirectly, the record and beneficial owner of all of the issued and outstanding shares of capital stock or other securities of each such Subsidiary and, except of its subsidiaries. Except as set forth in the on Schedule of Exceptions4.02 hereto, does not own an equity interest in any other corporation, partnership or entity, other than in such Subsidiaries. Each each outstanding share of capital stock or other securities of each such Subsidiary subsidiary of the Company is duly authorized, validly issued, fully paid and nonassessable (or and to the foreign equivalent for foreign Subsidiaries) and each such share or other equity interest extent owned by the Company or one any subsidiary of its Subsidiaries the Company is free and clear of all any security interestsinterest, liensclaim, claimslien, pledgescharge, optionsencumbrance, rights pledge, option, right of first refusal, agreements, limitations limitation on voting rights or agreement of any kind. There are no proxies with respect to any shares of capital stock of any subsidiary of the Company to the extent owned by the Company or any subsidiary of the Company's or such other Subsidiary's voting rights, charges and other encumbrances no equity securities of any nature whatsoeverof its subsidiaries are or may become required to be issued by reason of any options, warrants, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into or exchangeable or exercisable for, shares of any capital stock of any subsidiary, and there are no contracts, commitments, undertakings or arrangements by which the Company or any subsidiary is or may be bound to issue additional shares of its capital stock or securities convertible into or exchangeable or exercisable for any such shares. Except as set forth on Schedule 4.02 hereto or in the SEC Reports (as hereinafter defined), the Company does not directly or indirectly own any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for, any equity or similar interest in, any corporation (other than a subsidiary), partnership, joint venture or other business association or entity which is material (in assets, earnings or otherwise) to the Company and its subsidiaries as a whole.

Subsidiaries. (a) The 4.2.1. Except as set forth on Schedule of Exceptions sets forth 4.2, the name and state or jurisdiction of incorporation of each of its Company does not have any Subsidiaries. Each of such Subsidiaries (i) Subsidiary is a corporation or other business entity duly organized, validly existing and in good standing under the laws of the its jurisdiction of its organizationorganization as reflected on Schedule 4.2, (ii) has with full corporate power and authority and all necessary government approvals to own, lease and operate its properties and assets and to conduct its business as it is presently being conducted and (iii) to own or lease, as applicable, its assets. Each Subsidiary is duly qualified or licensed to do transact business as a foreign corporation entity and is in good standing in each jurisdiction where the character of the its properties owned, owned or leased or operated by it or the nature of its business makes activities make such qualification or licensing necessary necessary, except where the failure to be so qualified or licensed in good standing would not have, individually or in the aggregate, a Material Adverse Effect. The Company has furnished or made available to the Company true and complete copies Copies of the certificate of incorporation, incorporation and bylaws (or comparable other similar organizational documents and agreements) of each of its Subsidiaries, each as amended to date. Such organizational documents are in full force and effectSubsidiary, and no such all amendments thereto, heretofore delivered or otherwise made available to Purchaser, are true and correct as of the date hereof. No Subsidiary is in violation of its respective organizational or governing documents in any provision thereinmaterial respect. (b) 4.2.2. The Company owns beneficially, directly or indirectlySecurities of each of the Subsidiaries consist of the shares of common stock and membership interests listed on Schedule 4.2, all of the issued and outstanding capital stock or other securities of each such Subsidiary and, except as set forth in the Schedule of Exceptions, does not own an equity interest in any other corporation, partnership or entity, other than in such Subsidiaries. Each outstanding share of capital stock or other securities of each such Subsidiary is duly authorized, validly issued, fully paid and nonassessable (or the foreign equivalent for foreign Subsidiaries) and each such share or other equity interest which are owned by the Company or one a Subsidiary and are issued and outstanding. All of the outstanding shares of common stock and membership interests of each of the Subsidiaries have been duly authorized and validly issued and are fully paid, nonassessable and free of preemptive rights and Encumbrances. 4.2.3. None of the Subsidiaries has granted any outstanding options, warrants, rights or other securities convertible into or exchangeable or exercisable for shares of common stock or membership interests of such Subsidiary or any other commitments or agreements providing for the issuance of additional shares or membership interests, the sale of treasury shares or for the repurchase or redemption of shares of such Subsidiary’s equity interests. There are no (i) agreements of any kind which obligate any of the Subsidiaries to issue, purchase, redeem or otherwise acquire any of its Subsidiaries is free and clear of all security equity interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on the Company's or such other Subsidiary's voting (ii) equity appreciation rights, charges and other encumbrances phantom equity or similar plans or rights pursuant to which any Subsidiary of the Company has any obligations, (iii) voting trusts, proxies, or similar agreements to which the Company or any Subsidiary is a party with respect to the equity interests of any nature whatsoeverSubsidiary or (iv) outstanding bonds, debentures, notes or other indebtedness or other securities of any Subsidiary having the right to vote. The Company has no Liability for accrued and unpaid dividends.

Subsidiaries. (aSection 4.01(c) The of the Company Disclosure Schedule of Exceptions sets forth a list of all Subsidiaries of Company, the name ownership interest of Company in each such Subsidiary, and state or jurisdiction a description of incorporation the business of each of its SubsidiariesSubsidiary. Each Subsidiary of such Subsidiaries Company (i) is a corporation duly incorporated or other business entity duly organizedformed, as applicable to each such Subsidiary, and validly existing and in good standing under the laws Laws of the its jurisdiction of its organization, (ii) has full the requisite corporate (or similar) power and authority and to own or lease all necessary government approvals to own, lease and operate of its properties and assets and to conduct carry on its business as presently it is now being conducted and and, (iii) is duly qualified or licensed to do business except as a foreign corporation and is in good standing in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its business makes such qualification or licensing necessary except where failure to be so qualified or licensed would not havereasonably be expected, individually or in the aggregate, to have a Company Material Adverse Effect, is duly licensed or qualified to do business 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. There are no restrictions on the ability of any Subsidiary of Company to pay dividends or distributions to Company, except, in the case of a Subsidiary that is a regulated entity, for restrictions on dividends or distributions generally applicable to all such regulated entities. The deposit accounts of each Subsidiary of the Company has furnished or made available that is an insured depository institution are insured by the FDIC through the Deposit Insurance Fund (as defined in Section 3(y) of the Federal Deposit Insurance Act of 1950) to the fullest extent permitted by Law, all premiums and assessments required to be paid in connection therewith have been paid when due, and no proceedings for the termination of such insurance are pending or to the Knowledge of the Company true threatened. True, complete and complete correct copies of the certificate articles of incorporation, bylaws or comparable organizational and similar governing documents of each Subsidiary of its Subsidiaries, each Company as amended to date. Such organizational documents are in full force and effecteffect as of the date of this Agreement have been provided to Parent. Other than the Subsidiaries of Company listed on Section 4.01(c) of the Company Disclosure Schedule, and no such Subsidiary is in violation of any provision therein. (b) The Company owns beneficiallydoes not, directly or indirectly, all beneficially own any equity securities or similar interests of the issued and outstanding capital stock any entity or other securities any interests of each such Subsidiary and, except as set forth in the Schedule of Exceptions, does not own an equity any entity or any interest in any other corporation, a partnership or entity, other than in such Subsidiaries. Each outstanding share of capital stock or other securities of each such Subsidiary is duly authorized, validly issued, fully paid and nonassessable (or the foreign equivalent for foreign Subsidiaries) and each such share or other equity interest owned by the Company or one of its Subsidiaries is free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on the Company's or such other Subsidiary's voting rights, charges and other encumbrances joint venture of any nature whatsoeverkind.

Subsidiaries. (a) The Section 3.2(a) of the Visant Disclosure Schedule of Exceptions sets forth a true and complete list of the name Subsidiaries of ▇▇▇ ▇▇▇▇▇▇▇▇ and state or sets forth with respect to each such Subsidiary, the jurisdiction of incorporation of each of its Subsidiaries. Each or formation, the authorized and outstanding capital stock of such Subsidiary and the owner(s) of record of such outstanding capital stock. (b) Neither ▇▇▇ ▇▇▇▇▇▇▇▇ nor any of the Transferred Subsidiaries (i) is a corporation directly or indirectly owns or has the right or obligation to acquire any equity interest in any other corporation, partnership, limited liability company, joint venture, trust or other business organization. (c) Each of the Transferred Subsidiaries is a legal entity duly organized, validly existing and in good standing under the laws Laws of its respective jurisdiction of organization. Each of the jurisdiction of its organization, (ii) Transferred Subsidiaries has full all requisite corporate or similar power and authority and all necessary government approvals to own, lease and operate its assets and properties and assets and to conduct carry on its business as presently conducted conducted, and (iii) is duly qualified or licensed to do business as a foreign corporation or other legal entity to do business and is in good standing in each jurisdiction where the character of the in which its assets and properties are owned, leased or operated by it or the nature of its the business conducted by it makes or would make such qualification or licensing necessary necessary, except where the failure to be so qualified or licensed in good standing would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. The Company Section 3.2(c) of the Visant Disclosure Schedule accurately sets forth all jurisdictions in which the Transferred Subsidiaries are duly qualified, registered or licensed to do business. (d) Visant has furnished or made available to the Company true Buyer complete and complete accurate copies of the certificate of incorporation, bylaws bylaws, or such comparable organizational governing documents of each of its the Transferred Subsidiaries, each as amended to date. Such organizational documents are currently in full force and effect, and no such Subsidiary is in violation of any provision therein. (be) The Company owns beneficially, directly or indirectly, all All of the issued and outstanding capital stock or other securities of each such Subsidiary andthe Transferred Subsidiaries is owned beneficially and of record by ▇▇▇ ▇▇▇▇▇▇▇▇ and/or a Transferred Subsidiary, except as set forth in the Schedule free and clear of Exceptions, does not own an equity interest in any other corporation, partnership or entity, other than in such SubsidiariesEncumbrances. Each All outstanding share shares of capital stock or other securities of each such Subsidiary is the Transferred Subsidiaries are duly authorized, validly issued, fully paid and nonassessable (or the foreign equivalent for foreign Subsidiaries) and each such share or other equity interest owned by the Company or one of its Subsidiaries is free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on the Company's or such other Subsidiary's voting rights, charges and other encumbrances of any nature whatsoevernonassessable.

Subsidiaries. (a) The Schedule of Exceptions sets forth the name and state or jurisdiction of incorporation of each significant subsidiary (as defined in Section 8.7) of its SunTrust (collectively, the "Significant Subsidiaries") is set forth in the SunTrust SEC Reports (as defined in Section 3.7). Each of such the Significant Subsidiaries (i) is a bank or a corporation or other business entity duly organized, validly existing and in good standing under the laws of the its respective jurisdiction of incorporation or organization and is duly qualified to do business as a foreign corporation in each jurisdiction in which its organizationownership or lease of property or the nature of the business conducted by it makes such qualification necessary, (ii) except for such jurisdictions in which the failure to be so qualified would not have a Material Adverse Effect. Each of the Significant Subsidiaries has full the requisite corporate power and authority and all necessary government approvals to own, lease and operate its properties and assets and to conduct carry on its business businesses as presently conducted and (iii) is duly qualified or licensed to do business as a foreign corporation and is in good standing in each jurisdiction where the character they are now being conducted. All outstanding shares of the properties owned, leased or operated by it or the nature of its business makes such qualification or licensing necessary except where failure to be so qualified or licensed would not have, individually or in the aggregate, a Material Adverse Effect. The Company has furnished or made available to the Company true and complete copies of the certificate of incorporation, bylaws or comparable organizational documents capital stock of each of its Subsidiariesthe Significant Subsidiaries are owned by SunTrust or another of SunTrust's subsidiaries and are validly issued, fully paid and (except pursuant to 12 USC Section 55 in the case of each as amended national bank subsidiary and applicable state law in the case of each state bank subsidiary) nonassessable, are not subject to datepreemptive rights and are owned free and clear of all liens, claims and encumbrances. Such organizational documents There are in full force and effectno outstanding subscriptions, and no such Subsidiary is in violation options, warrants, rights, convertible securities or any other agreements or commitments of any provision therein. (b) The Company owns beneficially, directly or indirectly, all of character relating to the issued and outstanding or unissued capital stock or other securities of each such any Significant Subsidiary andobligating any of the Significant Subsidiaries to issue, except as set forth in the Schedule deliver or sell, or cause to be issued, delivered or sold additional shares of Exceptions, does not own an equity interest in any other corporation, partnership or entity, other than in such Subsidiaries. Each outstanding share of its capital stock or other securities obligating any of each such Subsidiary is duly authorizedthe Significant Subsidiaries to grant, validly issuedextend or enter into any subscription, fully paid and nonassessable (or the foreign equivalent for foreign Subsidiaries) and each such share option, warrant, right, convertible security or other equity interest owned by the Company similar agreement or one of its Subsidiaries is free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on the Company's or such other Subsidiary's voting rights, charges and other encumbrances of any nature whatsoevercommitment.

Subsidiaries. (a) The Section 2.5 of the Disclosure Schedule of Exceptions sets forth the name and state or jurisdiction of incorporation of each of its Subsidiaries. Each of such Subsidiaries forth: (i) the name of each corporation, partnership, joint venture or other entity in which the Company has, directly or indirectly, an equity interest representing 50% or more of the equity securities thereof or other equity interests therein (individually, a “Subsidiary” and, collectively, the “Subsidiaries”); (ii) the number and type of outstanding equity securities of each Subsidiary and a list of the holders thereof; (iii) the jurisdiction of organization of each Subsidiary; (iv) the names of the officers and directors of each Subsidiary; and (v) the jurisdictions in which each Subsidiary is qualified or holds licenses to do business as a foreign corporation or other business entity. (b) Each Subsidiary is an entity duly organized, validly existing and in corporate and tax good standing under the laws of the jurisdiction of its organization, (ii) has full corporate power and authority and all necessary government approvals to own, lease and operate its properties and assets and to conduct its business as presently conducted and (iii) incorporation. Each Subsidiary is duly qualified or licensed to do conduct business as a foreign corporation and is in corporate and tax good standing in under the laws of each jurisdiction where the character of the properties owned, leased or operated by it or in which the nature of its business makes such businesses or the ownership or leasing of its properties requires qualification or licensing necessary to do business, except where the failure to be so qualified or licensed would not havein good standing, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. Each Subsidiary has all requisite power and authority to carry on the businesses in which it is engaged and to own and use the properties owned and used by it. The Company has furnished delivered or made available to the Company true Parent complete and complete accurate copies of the certificate of incorporationcharter, bylaws or comparable other organizational documents of each of its Subsidiaries, each as amended to dateSubsidiary. Such organizational documents are in full force and effect, and no such No Subsidiary is in default under or in violation of any provision therein. (b) The Company owns beneficiallyof its charter, directly bylaws or indirectly, all other organizational documents. All of the issued and outstanding capital stock or other equity securities of each such Subsidiary and, except as set forth in the Schedule of Exceptions, does not own an equity interest in any other corporation, partnership or entity, other than in such Subsidiaries. Each outstanding share of capital stock or other securities of each such Subsidiary is are duly authorized, validly issued, fully paid paid, nonassessable and nonassessable (free of preemptive rights. All equity securities of each Subsidiary that are held of record or the foreign equivalent for foreign Subsidiaries) and each such share or other equity interest owned beneficially by either the Company or one of its Subsidiaries is any Subsidiary are held or owned free and clear of all security interests, liensany restrictions on transfer (other than restrictions under the Securities Act and state securities laws), claims, pledgesSecurity Interests, options, warrants, rights, contracts, calls, commitments, equities and demands. There are no outstanding or authorized options, warrants, rights, agreements or commitments to which the Company or any Subsidiary is a party or which are binding on any of them providing for the issuance, disposition or acquisition of any equity securities of any Subsidiary. There are no outstanding stock appreciation, phantom stock or similar rights with respect to any Subsidiary. To the knowledge of first refusal, agreements, limitations on the Company's , there are no voting trusts, proxies or such other Subsidiary's agreements or understandings with respect to the voting rights, charges and other encumbrances of any nature whatsoeverequity securities of any Subsidiary. (c) Except as set forth in Section 2.5(c) of the Disclosure Schedule, the Company does not control directly or indirectly or have any direct or indirect equity participation or similar interest in any corporation, partnership, limited liability company, joint venture, trust or other business association which is not a Subsidiary.

Subsidiaries. (a) The Schedule A complete list, as of Exceptions sets forth the name date of this Agreement, of each Subsidiary of the Company and state or its jurisdiction of incorporation incorporation, formation or organization, outstanding Equity Securities, and holders of each Equity Securities, as applicable, is set forth on Section 3.2(a) of its Subsidiariesthe Company Disclosure Letter. Except as set forth in Section 3.2(a) of the Company Disclosure Letter, the Company does not directly or indirectly own any equity or similar interests in, or any interest convertible into or exchangeable or exercisable for any equity or similar interest in, any other corporation, company, partnership, joint venture or business association or other entity. Each Subsidiary of such Subsidiaries (i) the Company has been duly organized and is a corporation or other business entity duly organized, validly existing and in good standing under the laws Laws of the its jurisdiction of its organization, (ii) incorporation and has full requisite corporate power and authority and all necessary government approvals to own, lease own and operate its properties and assets and assets, to conduct carry on its business as presently conducted and (iii) contemplated to be conducted. Each Subsidiary of the Company is duly licensed or qualified or licensed and in good standing (to do business the extent such concept is applicable in such Subsidiary’s jurisdiction of formation) as a foreign or extra-provincial corporation and (or other entity, if applicable) in each jurisdiction in which its ownership of property or the character of its activities is such as to require it to be so licensed or qualified or in good standing (to the extent such concept is applicable in each such Subsidiary’s jurisdiction of formation), as applicable, except where the character of the properties owned, leased or operated by it or the nature of its business makes such qualification or licensing necessary except where failure to be so licensed or qualified or licensed in good standing would not have, individually or in the aggregate, a Material Adverse Effect. The Company has furnished or made available be material to the Company true and complete copies business of the certificate of incorporation, bylaws or comparable organizational documents of each of Company and its Subsidiaries, each taken as amended to date. Such organizational documents are in full force and effect, and no such Subsidiary is in violation of any provision thereina whole. (b) The Company owns beneficially, directly or indirectly, all All the Control Documents have been duly executed and delivered and constitute legally binding obligations of the issued parties hereto in accordance with their respective terms. As a result, Wuhan Lotus Technology has established effective Control over Wuhan Lotus E-Commerce through the Control Documents. The equity pledge by the equity holders of Wuhan Lotus E-Commerce in favor of Wuhan Lotus Technology pursuant to the Control Documents has been registered with Governmental Authorities (the “Equity Pledge Registration”). The Equity Pledge Registration remains effective and outstanding capital stock or other securities of each such Subsidiary andvalid, except as set forth and there is no Encumbrance held by any Person on the Equity Securities in the Schedule of Exceptions, does not own an equity interest in any other corporation, partnership or entity, Wuhan Lotus E-Commerce other than in such Subsidiaries. Each outstanding share of capital stock or other securities of each such Subsidiary is duly authorized, validly issued, fully paid and nonassessable (or the foreign equivalent for foreign Subsidiaries) and each such share or other equity interest owned by the Company or one of its Subsidiaries is free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on the Company's or such other Subsidiary's voting rights, charges and other encumbrances of any nature whatsoeverEquity Pledge Registration.

Subsidiaries. (a) The Schedule Each Subsidiary of Exceptions sets forth the name and state or jurisdiction of incorporation of each of its Subsidiaries. Each of such Subsidiaries (i) Inuvo is a corporation or other business entity duly organized, validly existing and in good standing under the laws of the its jurisdiction of its organization, (ii) organization and has full corporate the requisite power and authority and all necessary government approvals to own, lease lease, license and operate its assets and properties and assets and to conduct carry on its business as presently conducted it is now being conducted, and (iii) each Subsidiary of Inuvo is duly qualified or licensed to do business as a foreign corporation transact business, and is in good standing standing, in each jurisdiction where the character of in which the properties owned, leased leased, licensed or operated by it or the nature of its the business conducted by it makes such qualification or licensing necessary necessary, except where such failure to be so duly approved, qualified or licensed and in good standing has not had and would not reasonably be expected to have, individually or in the aggregate, a Inuvo Material Adverse Effect. (b) All of the outstanding shares of capital stock or other equity interests of each Subsidiary of Inuvo are validly issued, fully paid, nonassessable and free of preemptive rights and are owned directly or indirectly by Inuvo. The Company has furnished There are no subscriptions, options, warrants, voting trusts, proxies or made available other commitments, understandings, restrictions or arrangements relating to the Company true issuance, sale, voting or transfer of any shares of capital stock or other equity interests of any Subsidiary of Inuvo, including any right of conversion or exchange under any outstanding security, instrument or agreement. (c) Inuvo has heretofore furnished to Inuvo in the Inuvo Data Room a complete and complete copies of the certificate of incorporation, bylaws or comparable organizational documents correct copy of each of its Inuvo’s Subsidiaries’ Articles of Incorporation, Certificate of Incorporation, Articles of Organization or Operating Agreement, as the case may be (collectively, the “Inuvo Subsidiary Charters”), and Bylaws (collectively, the “Inuvo Subsidiary Bylaws”), each as amended to date. Such organizational documents The Inuvo Subsidiary Charters and the Inuvo Subsidiary Bylaws are in full force and effect, and no such Subsidiary is . Inuvo’s Subsidiaries are not in violation of any provision therein. (b) The Company owns beneficially, directly or indirectly, all of the issued and outstanding capital stock applicable Inuvo Subsidiary Charters or other securities the applicable Inuvo Subsidiary Bylaws. Inuvo has made available to CPT in the Inuvo Data Room copies of the charters of each such Subsidiary and, except as set forth in committee of the Schedule Board of Exceptions, does not own an equity interest in any other corporation, partnership or entity, other than in such Subsidiaries. Each outstanding share of capital stock or other securities Directors of each such Subsidiary is duly authorized, validly issued, fully paid of Inuvo and nonassessable (any code of conduct or the foreign equivalent for foreign Subsidiaries) and similar policy adopted by each such share or other equity interest owned by the Company or one Subsidiary of its Subsidiaries is free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on the Company's or such other Subsidiary's voting rights, charges and other encumbrances of any nature whatsoeverInuvo.

Subsidiaries. (a) The Section 5.7(a) of the Disclosure Schedule of Exceptions sets forth the name and state or jurisdiction of incorporation of each of its Subsidiaries. Each of such Subsidiaries forth: (i) the name of each Consolidated Subsidiary; (ii) the type of entity of each Consolidated Subsidiary; (iii) the number and type of outstanding equity securities of each Consolidated Subsidiary and a complete and accurate list of the holder(s) thereof; (iv) the jurisdiction of organization of each Consolidated Subsidiary; (v) the names of the officers and directors or managers of each Consolidated Subsidiary; and (vi) the jurisdictions in which each Consolidated Subsidiary is qualified or holds licenses to do business as a foreign corporation or other entity. *** Represents material omitted per the registrant's Confidential Treatment Request and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. (b) Each Consolidated Subsidiary is a corporation or other business entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (ii) has full corporate power and authority and all necessary government approvals to own, lease and operate its properties and assets and to conduct its business as presently conducted and (iii) incorporation. Each Consolidated Subsidiary is duly qualified or licensed to do conduct business as a foreign corporation and is in good standing in under the laws of each jurisdiction where the character listed in Section 5.7(a) of the properties ownedDisclosure Schedule, leased or operated by it or which jurisdictions constitute the only jurisdictions in which the nature of such Consolidated Subsidiary’s businesses or the ownership or leasing of its business makes properties requires such qualification or licensing necessary qualification, except where the failure to be so qualified or licensed qualify would not have, individually or reasonably be expected to be materially adverse with respect to such Consolidated Subsidiary. Each Consolidated Subsidiary has all requisite power and authority to carry on the businesses in which it is engaged and to own and use the aggregate, a Material Adverse Effectproperties owned and used by it. The Company has furnished or made available delivered to the Company true Buyer complete and complete accurate copies of the certificate of incorporationformation, limited liability company agreement, charter, bylaws or comparable other organizational documents of each of its Subsidiaries, each as amended to dateConsolidated Subsidiary currently in effect. Such organizational documents are in full force and effect, and no such No Consolidated Subsidiary is in default under or in violation of any provision therein. (b) The Company owns beneficiallyof its charter, directly bylaws or indirectly, all other organizational documents except where the effect of any such default or violation would not reasonably be expected to be materially adverse with respect to such Consolidated Subsidiary. All of the issued and outstanding capital stock or other securities equity interests of each such Consolidated Subsidiary and, except as set forth in the Schedule of Exceptions, does not own an equity interest in any other corporation, partnership or entity, other than in such Subsidiaries. Each outstanding share of capital stock or other securities of each such Subsidiary is are duly authorized, validly issued, fully paid paid, nonassessable and nonassessable (or the foreign equivalent for foreign Subsidiaries) free of preemptive rights. All equity interests of each Consolidated Subsidiary are held of record and each such share or other equity interest owned beneficially by either the Company or one of its Subsidiaries is another Consolidated Subsidiary and are held or owned free and clear of all security interests, liensany restrictions on transfer (other than restrictions under the Securities Act and state securities laws), claims, pledgesLiens, options, rights of first refusalwarrants, agreements, limitations on the Company's or such other Subsidiary's voting rights, charges contracts, calls, commitments, equities and other encumbrances demands. There are no outstanding or authorized options, warrants, rights, agreements or commitments providing for the issuance, disposition or acquisition of any nature whatsoeverequity interests of any Consolidated Subsidiary. There are no outstanding stock appreciation, phantom stock or similar rights with respect to any Consolidated Subsidiary. There are no voting trusts, proxies or other agreements or understandings with respect to the voting of any equity interests of any Consolidated Subsidiary. (c) Except as set forth in Section 5.7(c) of the Disclosure Schedule, the Company does not control directly or indirectly or have any direct or indirect equity participation or similar interest in any corporation, partnership, limited liability company, joint venture, trust or other entity that is not a Subsidiary. (d) Effective as of the consummation of the Closing, the Company will not hold any direct or indirect equity interest in any of the Excluded Subsidiaries.

Subsidiaries. (a) The Schedule of Exceptions sets forth the name and state or jurisdiction of incorporation of each of its Subsidiaries. Each of such the Subsidiaries (i) of the Company is a corporation or other business entity duly organized, formed and validly existing and and, to the extent applicable, in good standing under the laws of the jurisdiction of its organization, (ii) organization and has full corporate all requisite power and authority and all necessary government approvals to own, lease and operate its properties and assets and to conduct carry on its business as presently conducted and (iii) it is now being conducted. Each Subsidiary of the Company is duly qualified or licensed to do business as a foreign corporation and and, to the extent applicable, is in good standing in each jurisdiction where in which the character of the properties property owned, leased or operated by it or the nature of its the business conducted by it makes such qualification or licensing necessary necessary, except where the failure to be so qualified qualified, licensed or licensed in good standing would not have, individually or in the aggregate, be reasonably likely to have a Company Material Adverse Effect. Except as set forth in Section 2.3 of the Company Disclosure Schedule, the respective certificates of incorporation and by-laws and other organizational documents of the Subsidiaries of the Company do not contain any provision limiting or otherwise restricting the ability of the Company to control such Subsidiaries. The Company has furnished or heretofore made available to the Company Purchaser true and complete copies of the certificate respective certificates of incorporation, bylaws incorporation and by-laws or comparable other organizational documents of each the Subsidiaries of its Subsidiaries, each as amended to date. Such organizational documents are in full force and effect, and no such Subsidiary is in violation of any provision thereinthe Company. (b) The Section 2.3 of the Company owns beneficially, directly or indirectly, Disclosure Schedule lists all of the issued and Subsidiaries of the Company. All of the outstanding shares of capital stock of, or other securities equity interests in, each of each such Subsidiary the Subsidiaries of the Company are duly authorized and validly issued and, in the case of shares of capital stock, are fully paid and, to the extent applicable, nonassessable and free of any preemptive rights, and, except as set forth in Section 2.3 of the Schedule of ExceptionsCompany Disclosure Schedule, does not own an equity interest in any other corporation, partnership or entity, other than in all such Subsidiaries. Each outstanding share of capital stock or other securities of each such Subsidiary is duly authorized, validly issued, fully paid and nonassessable (or the foreign equivalent for foreign Subsidiaries) and each such share shares or other equity interest interests are owned directly or indirectly by the Company or one of its Subsidiaries is free and clear of all liens, security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on the Company's or such other Subsidiary's voting rights, charges and or other encumbrances of any nature whatsoever.. No shares of capital stock of any of Company's Subsidiaries are reserved for issuance, except to the Company or another wholly-owned Subsidiary of the Company. There are no outstanding options, warrants, rights, subscriptions, claims of any character, agreements, obligations, convertible or exchangeable securities, or other commitments contingent or otherwise relating to the capital stock of any Subsidiary of the Company pursuant to which such Subsidiary is or may become obliged to issue any shares of capital stock of such Subsidiary or any securities convertible into, exchangeable for, or evidencing the right to subscribe for, any shares of such Subsidiary, other than such rights granted to the 5

Subsidiaries. (a) The Schedule Section 3.8(a) of Exceptions sets forth the name Company Disclosure Letter contains a complete and state or accurate list of the name, jurisdiction of incorporation organization, capitalization and schedule of stockholders of each Subsidiary of its Subsidiariesthe Company. Each of such the Subsidiaries (i) of the Company is a corporation or other business entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, respective organization (ii) to the extent the “good standing” concept is applicable in the case of any jurisdiction outside the United States). Each of the Subsidiaries of the Company has full the requisite corporate power and authority to carry on its respective business as it is presently being conducted and all necessary government approvals to own, lease and or operate its respective properties and assets and assets, except where the failure to conduct its business as presently conducted and (iii) be in good standing would not have a Company Material Adverse Effect. Each of the Subsidiaries of the Company is duly qualified or licensed to do business as a foreign corporation and is in good standing in each jurisdiction where the character of the its properties owned, owned or leased or operated by it or the nature of its business makes activities make such qualification or licensing necessary (to the extent the “good standing” concept is applicable in the case of any jurisdiction outside the United States), except where the failure to be so qualified or licensed in good standing would not have, individually or in the aggregate, a Company Material Adverse Effect. The Company has furnished delivered or made available to the Company true Newco complete and complete correct copies of the certificate of incorporation, charters and bylaws or comparable organizational documents of each of its Subsidiariesother constituent documents, each as amended to date, of each of the Subsidiaries of the Company. Such organizational documents are in full force and effect, and no such Subsidiary None of the Subsidiaries of the Company is in violation of any provision thereinits charter, bylaws or other constituent documents. (b) The All of the outstanding capital stock of, or other equity or voting interest in, each Subsidiary of the Company owns beneficially(i) have been duly authorized, validly issued and are fully paid and nonassessable and (ii) are owned, directly or indirectly, all of the issued and outstanding capital stock or other securities of each such Subsidiary and, except as set forth in the Schedule of Exceptions, does not own an equity interest in any other corporation, partnership or entity, other than in such Subsidiaries. Each outstanding share of capital stock or other securities of each such Subsidiary is duly authorized, validly issued, fully paid and nonassessable (or the foreign equivalent for foreign Subsidiaries) and each such share or other equity interest owned by the Company or one of its Subsidiaries is Company, free and clear of all security interestsliens and free of any other restriction (including any restriction on the right to vote, lienssell or otherwise dispose of such capital stock or other equity or voting interest) that would prevent the Subsidiaries of the Company from conducting their respective businesses as of the Effective Time in substantially the same manner such businesses are conducted on the date hereof. Except for the capital stock and other ownership interests of the Subsidiaries of the Company, claimsthe Company does not own, pledgesdirectly or indirectly, more than five percent (5%) of the capital stock or other voting or equity securities or interests in any Person. (c) There are no outstanding (i) securities of any Subsidiary convertible into or exchangeable for shares of capital stock of, or other equity or voting interest in, any Subsidiaries of the Company, (ii) options, warrants or other rights or arrangements obligating the Company or any of first refusalits Subsidiaries to acquire from any Subsidiaries of the Company, agreementsor that obligates any Subsidiaries of the Company to issue, limitations any capital stock of, or other equity or voting interest in, or any securities convertible into or exchangeable for shares of capital stock of, or other equity or voting interest in, any Subsidiaries of the Company, (iii) obligations of any Subsidiaries of the Company to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar Contract relating to any capital stock of, or other equity or voting interest (including any voting debt) in, any Subsidiaries of the Company, (iv) outstanding restricted shares, restricted share units, stock appreciation rights, performance shares, contingent value rights, “phantom” stock or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any capital stock of, or other voting securities or ownership interests in, any Subsidiary of the Company (the items in clauses (i), (ii), (iii) and (iv), together with the capital stock of the Subsidiaries of the Company's , being referred to collectively as “Subsidiary Securities”), (v) voting trusts, proxies or such other Subsidiary's similar agreements or understandings to which any Subsidiary of the Company is a party or by which any Subsidiary of the Company is bound with respect to the voting rights, charges and other encumbrances of any nature whatsoevershares of capital stock of any Subsidiary of the Company, (v) obligations or commitments of any character restricting the transfer of any shares of capital stock of any Subsidiary of the Company, or (vii) other obligations by any Subsidiaries of the Company to make any payments based on the price or value of any shares of any Subsidiaries of the Company. Neither the Company nor any of its Subsidiaries is a party to any Contract that obligates any Subsidiaries of the Company to repurchase, redeem or otherwise acquire any outstanding Subsidiary Securities.

Subsidiaries. (a) The Schedule of Exceptions sets forth the name and state or jurisdiction of incorporation of each of its Subsidiaries. Each of such Subsidiaries the Company’s “subsidiaries” (ifor purposes of this Agreement, as defined in Rule 405 under the Securities Act but, for avoidance of doubt, including Forgent Intermediate and its subsidiaries) is a corporation has been duly incorporated or other business entity duly organized, as the case may be, and is validly existing and as a corporation, partnership or limited liability company, as applicable, in good standing under the laws of the jurisdiction of its organization, (ii) incorporation or organization and has full corporate the power and authority and all necessary government approvals (corporate or other) to own, lease and operate its properties and assets and to conduct its business as presently conducted described in the Registration Statement, the Time of Sale Prospectus and (iii) the Prospectus. Each of the Company’s subsidiaries is duly qualified or licensed to do business as a foreign corporation corporation, partnership or limited liability company, as applicable, to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the character of the properties owned, leased or operated by it or the nature of its business makes such qualification or licensing necessary except where failure to be so qualified or licensed would not havereasonably be expected, individually or in the aggregate, to result in a Material Adverse EffectChange. The Company has furnished or made available to the Company true and complete copies of the certificate of incorporation, bylaws or comparable organizational documents of each of its Subsidiaries, each as amended to date. Such organizational documents are in full force and effect, and no such Subsidiary is in violation of any provision therein. (b) The Company owns beneficially, directly or indirectly, all All of the issued and outstanding capital stock or other securities equity or ownership interests of each such Subsidiary andof the Company’s subsidiaries have been duly authorized and validly issued, except as set forth in are fully paid and nonassessable and are owned by the Schedule Company, directly or through subsidiaries, free and clear of Exceptionsany security interest, does not own an mortgage, pledge, lien, encumbrance or adverse claim other than liens under the senior secured credit facilities. None of the outstanding capital stock or equity interest in any other subsidiary was issued in violation of preemptive or similar rights of any security holder of such subsidiary. The constitutive or organizational documents of each of the subsidiaries comply in all material respects with the requirements of applicable laws of its jurisdiction of incorporation or organization and are in full force and effect. The Company does not own or control, directly or indirectly, any corporation, partnership association or entity, other entity other than the subsidiaries listed in such Subsidiaries. Each outstanding share of capital stock or other securities of each such Subsidiary is duly authorized, validly issued, fully paid and nonassessable (or Exhibit 21.1 to the foreign equivalent for foreign Subsidiaries) and each such share or other equity interest owned by the Company or one of its Subsidiaries is free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on the Company's or such other Subsidiary's voting rights, charges and other encumbrances of any nature whatsoeverRegistration Statement.

Subsidiaries. Each subsidiary of the Company (aindividually a “Subsidiary” and collectively, the “Subsidiaries”) The Schedule of Exceptions sets forth the name and state has been duly incorporated or jurisdiction of incorporation of each of its Subsidiaries. Each of such Subsidiaries (i) organized, is validly existing as a corporation or other business legal entity duly organized, validly existing and in good standing (or the foreign equivalent thereof) under the laws of the jurisdiction of its incorporation or organization, (ii) has full the corporate power and authority and all necessary government approvals to own, lease and operate own its properties and assets and to conduct its business as presently conducted currently being carried on and (iii) as described in the Registration Statement, the Disclosure Package and the Prospectus and is duly qualified or licensed to do transact business as a foreign corporation and is in good standing in each jurisdiction where in which the character of the properties owned, leased or operated by it or the nature conduct of its business makes or its ownership, leasing or operation of property requires such qualification or licensing necessary qualification, except where to the extent that the failure to be so qualified or licensed be in good standing would not have, individually or result in the aggregate, a Material Adverse Effect. The Company has furnished or made available to the Company true and complete copies of the certificate of incorporation, bylaws or comparable organizational documents of each of its Subsidiaries, each as amended to date. Such organizational documents are in full force and effect, and no such Subsidiary is in violation of any provision therein. (b) The Company owns beneficially, directly or indirectly, all All of the issued and outstanding shares of capital stock or other securities equity interests of each such Subsidiary of the Company have been duly and validly authorized and issued, are fully paid and non-assessable and, except as set forth in that certain Security Interest Agreement, dated January 26, 2012, or as otherwise described in the Schedule Registration Statement, the Disclosure Package and in the Prospectus, are owned directly by the Company or through its wholly-owned subsidiaries, free and clear of Exceptionsall liens, does not own an encumbrances, equities or claims. There is no outstanding option, right or agreement of any kind relating to the issuance, sale or transfer of any capital stock or other equity interest in securities of the Subsidiaries to any other corporationperson or entity except the Company, partnership or entity, other than in such Subsidiaries. Each and none of the outstanding share shares of capital stock or other equity interests of any Subsidiary was issued in violation of any preemptive or other rights to subscribe for or to purchase or acquire any securities of each such Subsidiary is duly authorizedany of the Subsidiaries. Except for its Subsidiaries, validly issuedthe Company owns no beneficial interest, fully paid and nonassessable (directly or the foreign equivalent for foreign Subsidiaries) and each such share indirectly, in any corporation, partnership, joint venture or other equity interest owned business entity. The Company has no significant subsidiaries (as such term is defined in Rule 1-02(w) of Regulation S-X promulgated by the Company or one of its Commission) other than the Subsidiaries is free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations listed on Exhibit 8.1 to the Company's or such other Subsidiary's voting rights’s Annual Report on Form 20-F for the year ended December 31, charges and other encumbrances of any nature whatsoever2011.

Subsidiaries. Section 2.4 of the Compugraphics Disclosure Schedule lists the subsidiary corporations or "Affiliates" (aherein defined as such term is used in Rule 145 under the Securities Act) The Schedule of Exceptions sets forth Compugraphics existing at the name date hereof, and state shows as to each of such subsidiary corporations or Affiliates the percentage of the total outstanding stock or other ownership thereof which is owned by Compugraphics at such date. All ownership interests in Affiliates and outstanding shares of stock of the subsidiary corporations owned by Compugraphics are validly issued, fully paid, and nonassessable, and Compugraphics has good and valid title thereto free and clear of any mortgage, pledge, lien, charge, security interest, option, right of first refusal, preferential purchase right, defect, encumbrance or other right or interest of any other person (collectively, an "Encumbrance"), except for shares of capital stock or other similar ownership interests of certain subsidiaries or Affiliates of Compugraphics that are owned by certain nominee equity holders as required by the applicable law of the jurisdiction of incorporation organization of each of its Subsidiariessuch subsidiaries or Affiliates. Each of such Subsidiaries (i) subsidiary is a corporation or other business entity duly organized, validly existing existing, and in good standing (or equivalent concept with respect to jurisdictions that do not recognize such concept) under the laws of the jurisdiction of its organization, (ii) under which it is incorporated and has full requisite corporate power and authority to own its property and all necessary government approvals to own, lease and operate its properties and assets and to conduct carry on its business as presently conducted by it and (iii) is is, or on the Effective Time will be, duly qualified or licensed to do business and is, or on the Effective Time will be, in good standing (or equivalent concept with respect to jurisdictions that do not recognize such concept) as a foreign corporation and is authorized to do business in good standing all jurisdictions in each jurisdiction where which the character of the assets or properties owned, leased or operated by it owned or the nature of its the business conducted makes such qualification or licensing necessary necessary, except where the failure to be so qualified or licensed would could not have, individually or in the aggregate, reasonably be expected to have a Material Adverse EffectEffect on Compugraphics. The Company has furnished As hereinafter used in this Article II, the term "Compugraphics" also includes any and all of its directly and indirectly held subsidiaries or made available Affiliates (i.e., including, but not limited to, Tow Manager), except where the context indicates to the Company true contrary; provided, however, that for purposes of Sections 2.7.1 and complete copies 2.20, the term "Compugraphics" further includes any corporation, trade, business or entity under common control with Compugraphics within the meaning of Section 414(b), (c), (m) or (o) of the certificate Code or Section 4001 of incorporation, bylaws or comparable organizational documents of each of its Subsidiaries, each as amended to date. Such organizational documents are in full force and effect, and no such Subsidiary is in violation of any provision thereinERISA. (b) The Company owns beneficially, directly or indirectly, all of the issued and outstanding capital stock or other securities of each such Subsidiary and, except as set forth in the Schedule of Exceptions, does not own an equity interest in any other corporation, partnership or entity, other than in such Subsidiaries. Each outstanding share of capital stock or other securities of each such Subsidiary is duly authorized, validly issued, fully paid and nonassessable (or the foreign equivalent for foreign Subsidiaries) and each such share or other equity interest owned by the Company or one of its Subsidiaries is free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on the Company's or such other Subsidiary's voting rights, charges and other encumbrances of any nature whatsoever.

Subsidiaries. Except as set forth in the exhibits to the EVI SEC Documents (a) The Schedule of Exceptions sets forth the name and state as defined in Section 3.2(e)), EVI does not own, directly or jurisdiction of incorporation of each of its Subsidiaries. Each of such Subsidiaries (i) is a corporation indirectly, any capital stock or other business entity ownership interest in any subsidiary which would be required to be listed as a subsidiary of EVI under the rules of the SEC with the filing by EVI of an Annual Report on Form 10-K. EVI's subsidiaries that are corporations are corporations duly organized, validly existing and in good standing under the laws of their respective jurisdictions of incorporation and have the jurisdiction of its organization, (ii) has full requisite corporate power and authority to carry on their respective businesses as they are now being conducted and all necessary government approvals to own, operate and lease the assets they now own, operate or hold under lease, except where the failure to be so organized, existing or in good standing would not have a Material Adverse Effect on EVI and operate its properties and assets and to conduct its business subsidiaries, taken as presently conducted and (iii) is a whole. EVI's subsidiaries are duly qualified or licensed to do business as a foreign corporation and is are in good standing in each jurisdiction where the character of the properties owned, leased or operated by it or in which the nature of its business their respective businesses or the ownership or leasing of their respective properties makes such qualification or licensing necessary except necessary, other than in jurisdictions where the failure to be so qualified or licensed in good standing would not have, individually or in the aggregate, have a Material Adverse EffectEffect on EVI and its subsidiaries, taken as a whole. The Company has furnished All the outstanding shares of capital stock of EVI's subsidiaries that are corporations and that are owned by EVI or made available to the Company true its subsidiaries have been duly authorized and complete copies of the certificate of incorporation, bylaws or comparable organizational documents of each of its Subsidiaries, each as amended to date. Such organizational documents validly issued and are in full force fully paid and effect, non-assessable and no such Subsidiary is were not issued in violation of any provision therein. (b) The Company owns beneficially, directly or indirectly, all of the issued and outstanding capital stock preemptive rights or other securities preferential rights of each such Subsidiary and, except as set forth in the Schedule subscription or purchase of Exceptions, does not own an equity interest in any other corporation, partnership or entity, Person other than in those than have been waived or otherwise cured or satisfied. All such Subsidiaries. Each outstanding share stock and ownership interests are owned of capital stock record and beneficially by EVI or other securities by a wholly owned subsidiary of each such Subsidiary is duly authorizedEVI, validly issued, fully paid and nonassessable (or the foreign equivalent for foreign Subsidiaries) and each such share or other equity interest owned by the Company or one of its Subsidiaries is free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on the Company's or such other Subsidiary's voting rights, charges and other encumbrances of any nature whatsoeverLiens.

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

Subsidiaries. (a) The Schedule Each Subsidiary of Exceptions sets forth the name and state Company that is actively engaged in any business or jurisdiction of incorporation of each of its Subsidiaries. Each of such Subsidiaries owns any material assets (each, an "Active Subsidiary") (i) that is a corporation or other business entity is duly organizedincorporated, validly existing and in good standing under the laws of the its jurisdiction of its organizationincorporation, (ii) that is a partnership, limited liability company or trust is duly organized and validly existing under the laws of its jurisdiction of organization, (iii) except as set forth in Schedule 3.5(a) of the Company Disclosure Schedule, has full all corporate power and authority to, and all necessary government governmental licenses, authorizations, consents and approvals to ownrequired to, lease and operate its properties and assets and to conduct carry on its business as presently now conducted and (iiiiv) is duly qualified or licensed to do business as a foreign corporation and is in good standing in each jurisdiction where the character of the properties owned, property owned or leased or operated by it or the nature of its business activities makes such qualification or licensing necessary necessary, except where failure for failures of this representation and warranty to be so qualified or licensed true which would not havenot, individually or in the aggregate, have a Material Adverse Effect. The Company has furnished For purposes of this Agreement, "Subsidiary" means with respect to any Person, any corporation or made available to the Company true and complete copies other entity of the certificate of incorporation, bylaws or comparable organizational documents of each of its Subsidiaries, each as amended to date. Such organizational documents are in full force and effect, and no which such Subsidiary is in violation of any provision therein. (b) The Company owns beneficiallyPerson owns, directly or indirectly, all more than 50% of the issued and outstanding capital voting stock or other securities equity interests. All Subsidiaries and their respective jurisdictions of each such Subsidiary and, except incorporation are identified in Schedule 3.5(a) of the Company Disclosure Schedule. (b) Except as set forth in Schedule 3.5(b) of the Schedule Company Disclosure Schedule, (i) all of Exceptions, does not own an equity interest in any other corporation, partnership or entity, other than in such Subsidiaries. Each the outstanding share shares of capital stock or other securities of each such Subsidiary of the Company that is a corporation are duly authorized, validly issued, fully paid and nonassessable (or the foreign equivalent for foreign Subsidiaries) nonassessable, and each such share or other equity interest shares are owned by the Company or one by a Subsidiary of its Subsidiaries is the Company (other than directors' qualifying shares and nominal shares held by other Persons as may be required by local law) free and clear of any Liens (as defined hereafter) or limitations on voting rights and (ii) all security interestsequity interests in each Subsidiary of the Company that is a partnership, liensjoint venture, claimslimited liability company or trust are owned by the Company or by a Subsidiary of the Company, pledgesfree and clear of any Liens or limitations on voting rights; provided that no representation is made as to any shares of capital stock or other equity interests owned by any Persons other than the Company. Except as set forth in Schedule 3.5(b) of the Company Disclosure Schedule, there are no subscriptions, options, warrants, calls, rights, convertible securities or other agreements or commitments of any character relating to the issuance, transfer, sale, delivery, voting or redemption (including any rights of first refusalconversion or exchange under any outstanding security or other instrument) for, agreementsany of the capital stock or other equity interests of any of such Subsidiaries. Except as set forth in Schedule 3.5(b) of the Company Disclosure Schedule, limitations on there are no agreements requiring the Company or any of its Subsidiaries to make contributions to the capital of, or lend or advance funds to, any Subsidiaries of the Company's . For purposes of this Agreement, "Lien" means, with respect to any asset, any mortgage, deed of trust, lien, pledge, charge, security interest or such other Subsidiary's voting rights, charges and other encumbrances encumbrance of any nature whatsoeverkind in respect of such asset.

Subsidiaries. (a) The Schedule Each Subsidiary of Exceptions sets forth the name and state or jurisdiction of incorporation of each of its Subsidiaries. Each of such Subsidiaries Company (i) is a corporation or other business entity duly organized, validly existing and in good standing (with respect to jurisdictions which recognize such concept) under the laws Laws of the its jurisdiction of its incorporation or organization, (ii) has full corporate all requisite power and authority and all necessary government approvals to own, lease and operate its properties and assets and to conduct carry on its business as presently currently conducted and (iii) is duly qualified or licensed to do business as a foreign corporation and is in good standing in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its business activities makes such qualification or licensing necessary necessary, except where failure to be so qualified or licensed in the case of clauses (ii) and (iii), as would not havenot, individually or in the aggregate, reasonably be expected to have (x) a Company Material Adverse Effect. The Effect or (y) a material adverse effect on the ability of the Company has furnished or made available to consummate the transactions contemplated by the Transaction Documents to which the Company is a party prior to the Company true and complete copies of the certificate of incorporation, bylaws or comparable organizational documents of each of its Subsidiaries, each as amended to date. Such organizational documents are in full force and effect, and no such Subsidiary is in violation of any provision thereinDrop Dead Date. (b) The All of the outstanding shares of capital stock of, or other equity interests in, each Subsidiary of the Company have been duly authorized and validly issued, are fully paid and non-assessable and were issued in compliance with applicable securities Laws. All of the outstanding capital stock, or other equity interests in, each Wholly Owned Subsidiary of the Company is owned by the Company, its Subsidiaries or by the Company and another Subsidiary. All of the outstanding capital stock or other equity interests in each Wholly Owned Subsidiary of the Company is owned free and clear of any Encumbrance and free of any other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other equity interest), other than Permitted Encumbrances. (c) Section 3.3(c) of the Company Disclosure Letter (i) lists, as of the date of this Agreement, (A) each Non-GCI Subsidiary of the Company, (B) its jurisdiction of incorporation or organization, (C) the location of its principal executive office and (D) the type and number of interests held of record by the Company and (ii) lists any other Person (other than GCI Spinco, GCI and their respective Subsidiaries) in which the Company or any of its Non-GCI Subsidiaries owns beneficiallyEquity (other than Subsidiaries of the Company) and sets forth all Equity of such Person that is owned, in whole or in part, directly or indirectly, all by the Company or its Subsidiaries (such equity interests referred to in this clause (ii), collectively, the “Company Other Interests”). All Company Other Interests (including, for purposes of this sentence only, and only prior to the consummation of the issued GCI Divestiture, Equity of GCI Spinco (when in existence), GCI and outstanding capital stock or other securities of each such Subsidiary and, except as set forth in the Schedule of Exceptions, does not own an equity interest in any other corporation, partnership or entity, other than in such their respective Subsidiaries. Each outstanding share of capital stock or other securities of each such Subsidiary is duly authorized, validly issued, ) are fully paid and nonassessable (non-assessable and are owned, directly or the foreign equivalent for foreign Subsidiaries) and each such share or other equity interest owned indirectly, by the Company or one of its Subsidiaries is free and clear of all security interestsany Encumbrance and free of any other limitation or restriction (including any restriction on the right to vote, lienssell or otherwise dispose of such Company Other Interests), claimsother than Permitted Encumbrances. Except as provided by any Transaction Document, pledgesthere are no restrictions with respect to the Company (or any Subsidiary of the Company, options, rights as applicable) voting any of first refusal, the Company Other Interests. The Company has made available to Parent complete and correct copies of any stockholders’ agreements, limitations on voting agreements or other agreements with respect to the Company's ownership of Company Other Interests in effect as of the date of this Agreement to which the Company or such other Subsidiary's voting rights, charges and other encumbrances any of any nature whatsoeverits Non-GCI Subsidiaries are a party.

Subsidiaries. Contango owns, directly or indirectly, the issued and outstanding capital stock, membership interests, partnership interests or other ownership interests (aas applicable) The Schedule of Exceptions sets forth the name and state or jurisdiction of incorporation of each of its the entities listed on Schedule B hereto in the percentages set forth on Schedule B hereto, which constitute all direct or indirect subsidiaries of Contango. References herein to “Subsidiaries” refer to the entities listed on Schedule B hereto. Each of such Subsidiaries (i) Subsidiary has been duly organized and is a corporation or other business entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (ii) has with full corporate power and authority and all necessary government approvals to own, lease and operate its properties and assets and to conduct its business as presently conducted and (iii) described in the SEC Reports, except where the failure to be in good standing would not have a Material Adverse Effect. Each Subsidiary is duly qualified or licensed to do business as a foreign corporation and is in good standing in each jurisdiction where the character ownership or leasing of the its properties owned, leased or operated by it and assets or the nature conduct of its business makes requires such qualification or licensing necessary qualification, except where the failure to be so qualified or licensed and in good standing would not havenot, individually or in the aggregate, have a Material Adverse Effect. The Company has furnished or made available to Except as disclosed in the Company true and complete copies SEC Reports, all of the certificate outstanding shares of incorporationcapital stock of, bylaws or comparable organizational documents of other equity interests in, each of its Subsidiariesthe Subsidiaries have been duly authorized and validly issued, each as amended to date. Such organizational documents are fully paid and non-assessable, have been issued in full force and effectcompliance with all applicable securities laws, and no such Subsidiary is were not issued in violation of any provision therein. preemptive right, resale right, right of first refusal or similar right and are owned by Contango or applicable Subsidiary subject to no security interest, other encumbrance or adverse claims, except for such liens, encumbrances, equities or claims granted in connection with that certain Credit Agreement, dated as of September 17, 2019, among Contango, as borrower, JPMorgan Chase Bank, N.A., as administrative agent, and each of JPMorgan Chase Bank, N.A., Royal Bank of Canada and Cadence Bank, N.A., as joint bookrunners and the lenders from time to time party thereto, and as amended, restated or modified from time to time (b) The Company owns beneficiallycollectively, the “Credit Agreement”), or as could not, in the aggregate, reasonably be expected to have a Material Adverse Effect. No options, warrants or other rights to purchase, agreements or other obligations to issue or other rights to convert any obligation into shares of capital stock of, or equity interests in, the Subsidiaries are outstanding. Contango owns, directly or indirectly, all 37% of the issued outstanding limited liability company interests in Exaro Energy III LLC, a Delaware limited liability company, and outstanding capital stock such limited liability company interests are owned by Contango subject to no security interest, other encumbrance or other securities of each such Subsidiary andadverse claims, except for such liens, encumbrances, equities or claims granted in connection with the Credit Agreement or as set forth could not, in the Schedule of Exceptionsaggregate, does not own an equity interest in any other corporation, partnership or entity, other than in such Subsidiaries. Each outstanding share of capital stock or other securities of each such Subsidiary is duly authorized, validly issued, fully paid and nonassessable (or the foreign equivalent for foreign Subsidiaries) and each such share or other equity interest owned by the Company or one of its Subsidiaries is free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on the Company's or such other Subsidiary's voting rights, charges and other encumbrances of any nature whatsoeverreasonably be expected to have a Material Adverse Effect.

Subsidiaries. (a) The Section 3.07(a) of the Company Disclosure Letter sets forth a complete and accurate list of the name, jurisdiction of organization, capitalization and Schedule of Exceptions sets forth the name and state or jurisdiction of incorporation stockholders of each Significant Subsidiary and each non-wholly owned Subsidiary of its Subsidiariesthe Company. Except as set forth in Section 3.07(a) of the Company Disclosure Letter, the Company does not own, directly or indirectly, any capital stock, voting securities or equity interests in any Person that is not a wholly-owned Subsidiary of the Company. Each of such the Company’s Subsidiaries (i) is a corporation or other business entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its respective organization, (ii) except where the failure to be in good standing would not have a Company Material Adverse Effect. Each of the Company’s Subsidiaries has full corporate the requisite entity power and authority to conduct its respective business as it is presently being conducted and all necessary government approvals to own, lease and or operate its respective properties and assets and to conduct its business as presently conducted and (iii) assets. Each of the Company’s Subsidiaries is duly qualified or licensed to do business as a foreign corporation and is in good standing in each jurisdiction where the character of the its properties owned, owned or leased or operated by it or the nature of its business activities makes such qualification or licensing necessary necessary, except where the failure to be so qualified or licensed in good standing would not have, individually or in the aggregate, have a Company Material Adverse Effect. The Company has furnished or made available to the Company true Parent correct and complete copies of the certificates of incorporation and bylaws (or comparable organizational documents) of each of its Significant Subsidiaries and each of its non-wholly owned Subsidiaries, in each case as amended as of the date of this Agreement. None of the Company’s Subsidiaries is in violation of its certificate of incorporation, bylaws or comparable organizational documents of each of its Subsidiariesother applicable constituent documents, each as amended to date. Such organizational documents are in full force and effect, and no such Subsidiary is in except for any violation of any provision thereinthat would not have a Company Material Adverse Effect. (b) The All of the outstanding capital stock of, or other equity or voting interest in, each Subsidiary of the Company owns beneficially(i) have been duly authorized, validly issued and are fully paid and nonassessable and (ii) are owned, directly or indirectly, all of the issued and outstanding capital stock or other securities of each such Subsidiary and, except as set forth in the Schedule of Exceptions, does not own an equity interest in any other corporation, partnership or entity, other than in such Subsidiaries. Each outstanding share of capital stock or other securities of each such Subsidiary is duly authorized, validly issued, fully paid and nonassessable (or the foreign equivalent for foreign Subsidiaries) and each such share or other equity interest owned by the Company or one of its Subsidiaries is Company, free and clear of all Liens (other than Permitted Liens) and free of any other restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other equity or voting interest), in each case, except as would not have a Company Material Adverse Effect. (c) There are no outstanding (i) securities of any Subsidiary of the Company convertible into or exchangeable for shares of capital stock of, or other equity or voting interest in, the Company or any Subsidiary of the Company, (ii) options, warrants or other rights to acquire from any Subsidiary of the Company, or that obligates any Subsidiary of the Company to issue, any capital stock of, or other equity or voting interest in, or any securities convertible into or exchangeable for shares of capital stock of, or other equity or voting interest in, the Company or any Subsidiary of the Company, (iii) obligations of any Subsidiary of the Company to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar Contract relating to any capital stock of, or other equity or voting interest (including any voting debt) in, the Company or any Subsidiary of the Company, or (iv) other obligations by any Subsidiary of the Company to make or issue any payments based on, or other securities or rights that are derivative of, or provide economic benefits based on, the price or value of the interests, lienssecurities or rights described in the foregoing clauses (i) through (iii) of, claimsor any capital stock or other equity or voting interest in, pledgesany Subsidiary of the Company (the items in clauses (i), options(ii), (iii) and (iv), together with the capital stock of, or other equity or voting interest in, the Subsidiaries of the Company, being referred to collectively as “Subsidiary Securities”). (d) Neither the Company nor any of its Subsidiaries is a party to any Contract relating to the voting of, requiring registration of, or granting any preemptive rights, anti-dilutive rights or rights of first refusalrefusal or other similar rights with respect to any Subsidiary Securities. There are no outstanding obligations of the Company or any of its Subsidiaries to repurchase, agreements, limitations on the Company's redeem or such other Subsidiary's voting rights, charges and other encumbrances of otherwise acquire any nature whatsoeverSubsidiary Securities.

Subsidiaries. (a) The Schedule Each Subsidiary of Exceptions sets forth the name and state Company is an entity duly incorporated or jurisdiction of incorporation of each of its Subsidiaries. Each of such Subsidiaries (i) is a corporation or other business entity otherwise duly organized, validly existing and (where applicable or recognized) in good standing under the laws of the its jurisdiction of its incorporation or organization, (ii) except, in the case of any such Subsidiary, where the failure to be so incorporated, organized, existing or in good standing would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Each Subsidiary of the Company has full corporate power and authority all corporate, limited liability company or comparable powers and all necessary government approvals Governmental Authorizations required to own, lease and operate its properties and assets and to conduct carry on its business as presently conducted now conducted, except for those powers or Governmental Authorizations the absence of which has not had, and (iii) would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Each such Subsidiary is duly qualified or licensed to do business as a foreign corporation entity and is in good standing in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its business makes such qualification or licensing necessary is necessary, except for those jurisdictions where failure to be so qualified or licensed has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company has furnished or made available to the Company true and complete copies of the certificate of incorporation, bylaws or comparable organizational documents of each of its Subsidiaries, each as amended to date. Such organizational documents are in full force and effect, and no such Subsidiary is in violation of any provision therein... (b) The Company owns beneficiallyAll of the outstanding capital stock or other voting securities of or other ownership interests in each Subsidiary of the Company, are owned by the Company, directly or indirectly, all free and clear of any Lien and free of any other limitation or restriction (including any restriction on the issued and outstanding right to vote, sell or otherwise dispose of such capital stock or other voting securities or other ownership interests), in each case other than (x) statutory or other liens for Taxes or assessments which are not yet due or delinquent or the validity of which is being contested in good faith by appropriate proceedings and for which adequate reserves are being maintained, (y) transfer and other restrictions under applicable federal and state securities Laws and (z) in the case of Subsidiaries that are immaterial to the Company and its Subsidiaries, taken as a whole, immaterial Liens. There are no issued, reserved for issuance or outstanding (i) securities of each such Subsidiary andthe Company or any of its Subsidiaries convertible into, except as set forth in the Schedule of Exceptionsor exchangeable for, does not own an equity interest in any other corporation, partnership or entity, other than in such Subsidiaries. Each outstanding share shares of capital stock or other voting securities of each such Subsidiary is duly authorized, validly issued, fully paid and nonassessable (or the foreign equivalent for foreign Subsidiaries) and each such share or other equity interest owned ownership interests in any Subsidiary of the Company, (ii) warrants, calls, options or other rights to acquire from the Company or any of its Subsidiaries, or other obligations of the Company or any of its Subsidiaries to issue, any shares of capital stock or other voting securities of or other ownership interests in or any securities convertible into, or exchangeable for, any shares of capital stock or other voting securities of or other ownership interests in any Subsidiary of the Company or (iii) restricted shares, stock appreciation rights, performance units, contingent value rights, “phantom” stock or similar securities or rights issued or granted by the Company or one any of its Subsidiaries is free and clear of all security intereststhat are derivative of, liensor provide economic benefits based, claimsdirectly or indirectly, pledges, options, rights of first refusal, agreements, limitations on the Company's value or such price of, any capital stock or other Subsidiary's voting rightssecurities of or other ownership interests in any Subsidiary of the Company (the items in clauses (i) through (iii) being referred to collectively as the “Company Subsidiary Securities”). There are no outstanding obligations of the Company or any of its Subsidiaries to repurchase, charges and other encumbrances redeem or otherwise acquire any of any nature whatsoeverthe Company Subsidiary Securities.

Subsidiaries. (a) The Schedule Section 2.2(a) of Exceptions the GFI Disclosure Letter sets forth (i) each Subsidiary of GFI (individually, a “GFI Subsidiary” and collectively, the name “GFI Subsidiaries”), (ii) the number of authorized, allotted, issued and state or outstanding Securities of each GFI Subsidiary, (iii) each GFI Subsidiary’s jurisdiction of incorporation or organization and (iv) the location of each of its SubsidiariesGFI Subsidiary’s principal executive offices. Each of such Subsidiaries (i) GFI Subsidiary is a corporation or company limited by shares duly incorporated or a limited liability company, partnership or other business entity duly organized, organized and is validly existing and and, to the extent such concept or a similar concept exists in the relevant jurisdiction, in good standing under the laws of the jurisdiction of its incorporation or organization, (ii) as the case may be, and has full all requisite corporate or other power and authority and all necessary government approvals authority, as the case may be, to own, lease and operate its properties and assets and to conduct carry on its business in all material respects as presently conducted and (iii) currently conducted. Each GFI Subsidiary is duly qualified or licensed to do business as a foreign corporation and is in good standing in each jurisdiction where the character ownership, leasing or operation of the its properties owned, leased or operated by it assets or the nature conduct of its business makes requires such qualification or licensing necessary license, except where failure any failures to be so qualified or licensed would and in good standing do not have, individually or in the aggregate, constitute a Material Adverse Effect. The Company GFI has furnished delivered or made available to the Company true BGCP true, correct and complete copies of the certificate of incorporation, bylaws or comparable organizational documents Constituent Documents of each of its SubsidiariesGFI Subsidiary, each as amended to date. Such organizational documents are and in full force and effect, and no such Subsidiary is in violation effect on the date of any provision thereinthis Agreement. (b) The Company owns beneficiallyGFI is, directly or indirectly, the record and Beneficial Owner of all of the issued and outstanding capital stock or other securities Securities of each such Subsidiary andGFI Subsidiary, except as set forth in the Schedule free and clear of Exceptions, does not own an equity interest in any Liens and free of any other corporationlimitation or restriction (including any limitation or restriction on the right to vote, partnership sell, transfer or entityotherwise dispose of the Securities), other than than, in each case, any limitation or restriction imposed by any federal, state or foreign securities Laws. All of such Subsidiaries. Each outstanding share of capital stock or other securities of each such Subsidiary is Securities have been duly authorized, validly issued, fully paid and, where applicable, are non-assessable (and nonassessable no such Securities have been issued in violation of any preemptive or similar rights). Except for the Securities of the GFI Subsidiaries, GFI does not own, directly or indirectly, any Securities in any entity. (or c) The lenders under (i) the foreign equivalent for foreign SubsidiariesDebenture dated August 23, 2004 between GFI Holdings Limited and the other subsidiaries named therein and Bank of America, N.A., (ii) the Credit Agreement dated February 24, 2006 between GFI and each such share GFI Holdings Limited, as borrowers and the subsidiaries of the GFI named therein, as guarantors, and Bank of America, N.A., (iii) the Debenture, dated December 20, 2010 between GFI Markets Limited and Bank of America, N.A. and (iv) the Cross Guarantee and Debenture of Fenics Limited, dated March 11, 2000, in favor of GFInet Inc. are no longer entitled to any Liens or other equity interest owned by the Company or one of its Subsidiaries is free and clear of all security interests, liensincluding those disclosed in Section 2.2(b) of the GFI Disclosure Letter, claims, pledges, options, rights on any of first refusal, agreements, limitations on the Company's assets of GFI or its Subsidiaries. GFI shall file as promptly as practicable following the execution of this Agreement all necessary filings required by Law to reflect the satisfaction in full of such other Subsidiary's voting rights, charges and other encumbrances Liens disclosed in Section 2.2(b) of any nature whatsoeverthe GFI Disclosure Letter.

Subsidiaries. (a) The Schedule 4.2(a) of Exceptions the Buyer Disclosure Schedule sets forth the name a true and state complete list of each Significant Subsidiary of Parent and each other Subsidiary of Parent that is not directly or indirectly wholly owned by Parent or its Significant Subsidiaries, together with its jurisdiction of incorporation organization and its authorized and outstanding Equity Securities as of each of its Subsidiariesthe date hereof. Each Subsidiary of such Subsidiaries (i) Parent is a corporation or other business entity duly organized, validly existing existing, and in good standing under the laws of the its jurisdiction of its organization, (ii) organization and has full all requisite corporate or similar power and authority and all necessary government approvals to own, lease and operate its properties and assets Assets and to conduct carry on its business portion of the Parent Business as presently currently conducted and (iii) is duly qualified or licensed to do business as a foreign corporation and is in good standing as a foreign corporation or other entity in each jurisdiction where the character ownership or operation of the properties owned, leased or operated by it its Assets or the nature conduct of its business makes requires such qualification or licensing necessary qualification, except where failure for failures to be so duly organized, validly existing, qualified or licensed in good standing that would not havenot, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. The Company Buyer has furnished provided or made available to the Company Seller true and complete copies of the certificate of incorporation, incorporation and bylaws (or comparable similar organizational documents documents) of each of its Subsidiariesthe Significant Subsidiaries of Parent as in effect as of the date hereof. As of the date hereof, each as amended to date. Such organizational documents are in full force and effect, and no such Subsidiary is in violation of any provision therein. (b) The Company owns beneficiallyParent owns, directly or indirectly, through one or more of its other Subsidiaries, all right, title and interest in and to all outstanding Equity Securities of the issued and Subsidiaries indicated as owned by it on Schedule 4.2(a) of the Buyer Disclosure Schedule. All of the outstanding capital stock or other securities Equity Securities of each such Subsidiary and, except as set forth in the Schedule Subsidiaries of Exceptions, does not own an equity interest in any other corporation, partnership or entity, other than in such Subsidiaries. Each outstanding share of capital stock or other securities of each such Subsidiary is Parent have been duly authorized, and are validly issued, fully paid and nonassessable non-assessable. (b) As of the date hereof and except in respect of any of the following rights that are for the benefit of any Person that is, directly or the foreign equivalent for foreign Subsidiariesindirectly, a wholly owned Subsidiary of Parent, (i) and each such share there are no preemptive or other equity interest owned by the Company or one of its Subsidiaries is free and clear of all security interests, liens, claims, pledgesoutstanding rights, options, rights of first refusalwarrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, limitations arrangements or commitments of any character under which the Subsidiaries of Parent are or may become obligated to issue or sell, or giving any Person a right to subscribe for or acquire, or in any way dispose of, any shares of the Equity Securities of the Subsidiaries of Parent, and no securities or obligations evidencing such rights are authorized, issued or outstanding, (ii) the outstanding Equity Securities of the Subsidiaries of Parent are not subject to any voting trust agreement or other Contract restricting or otherwise relating to the voting, dividend rights or disposition of such Equity Securities and (iii) there are no phantom stock or similar rights providing economic benefits based, directly or indirectly, on the Company's value or such other Subsidiary's voting rights, charges and other encumbrances price of any nature whatsoeverthe Equity Securities of the Subsidiaries of Parent.

Subsidiaries. Set forth in Section 4.2(f) of the Company Disclosure Schedule is a list of all of the Company’s direct and indirect subsidiaries, including the states or countries in which such subsidiaries are organized, a brief description of such subsidiaries’ principal activities, and if any of such subsidiaries is not wholly-owned by the Company or one of its subsidiaries, the percentage owned by the Company or any such subsidiary and the names and percentage ownership by any other Person. No equity securities of any of the Company’s subsidiaries are or may become required to be issued, transferred or otherwise disposed of (aother than to the Company or a wholly- owned subsidiary of the Company) The Schedule by reason of Exceptions sets forth any Rights with respect thereto. There are no Contracts by which any of the name Company’s Subsidiaries is or may be bound to sell or otherwise issue any shares of its capital stock, and state there are no Contracts relating to the rights or jurisdiction obligations of incorporation the Company to vote or to dispose of such shares. All of the shares of capital stock of each of its Subsidiariesthe Company’s Subsidiaries are fully paid and nonassessable and subject to no subscriptive or preemptive rights or Rights and are owned by the Company or a Company subsidiary free and clear of any Liens. Each of such the Company’s Subsidiaries (i) is a corporation or other business entity has been duly organized, is validly existing and in good standing under the laws of the jurisdiction of its organization, (ii) has full corporate power in which it is organized and authority and all necessary government approvals to own, lease and operate its properties and assets and to conduct its business as presently conducted and (iii) is duly qualified or licensed to do business as a foreign corporation and is in good standing in each jurisdiction the jurisdictions where the character its ownership or leasing of the properties owned, leased or operated by it property or the nature conduct of its business makes such qualification or licensing necessary except where failure requires it to be so qualified except where the failure to do so has not, or licensed would could not have, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company has furnished or made available to and its Subsidiaries have respected all corporate formalities of, and the Company true is not liable for the debts and complete copies of the certificate of incorporation, bylaws or comparable organizational documents of each obligations of its Subsidiaries, each as amended to date. Such organizational documents are in full force and effect, and no such Subsidiary is in violation of any provision therein. (b) The Company owns beneficially, directly or indirectly, all of the issued and outstanding capital stock or other securities of each such Subsidiary and, except as set forth in the Schedule of Exceptions, does not own an equity interest in any other corporation, partnership or entity, other than in such Subsidiaries. Each outstanding share of capital stock or other securities of each such Subsidiary is duly authorized, validly issued, fully paid and nonassessable (or the foreign equivalent for foreign Subsidiaries) and each such share or other equity interest owned by the Company or one of its Subsidiaries is free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on the Company's or such other Subsidiary's voting rights, charges and other encumbrances of any nature whatsoever.

Subsidiaries. (ai) The There is no corporation, partnership or other entity in which Management directly or indirectly owns any equity or other interest. (ii) (A) Schedule of Exceptions 4.1(e) sets forth (x) each Subsidiary of Lessee ("Lessee Subsidiary"), (y) the name ownership interest therein of Lessee and state (z) if not wholly owned by Lessee, the identity and ownership interest of each of the other owners of such Lessee Subsidiary. (1) All the outstanding shares of capital stock owned by Lessee of each Lessee Subsidiary that is a corporation have been validly issued and are (x) fully paid, nonassessable and free of any preemptive rights, (y) owned by Lessee or by another Lessee Subsidiary and (z) owned free and clear of all Liens or any other limitation or restriction (including any contractual restriction on the right to vote or sell the same) other than restrictions under applicable securities laws; and (2) all equity interests in each Lessee Subsidiary that is a partnership, joint venture, limited liability company or trust which are owned by Lessee, by another Lessee Subsidiary or by Lessee and another Lessee Subsidiary are owned free and clear of all Liens or any other limitation or restriction (including any contractual restriction on the right to vote or sell the same) other than restrictions under applicable securities laws. Each Lessee Subsidiary that is a corporation is duly incorporated and validly existing under the Laws of its jurisdiction of incorporation of and has the requisite corporate power and authority to carry on its business as now being conducted, and each of its Subsidiaries. Each of such Subsidiaries (i) Lessee Subsidiary that is a corporation partnership, limited liability company or other business entity trust is duly organized, organized and validly existing and in good standing under the laws of the its jurisdiction of its organization, (ii) organization and has full corporate the requisite power and authority and all necessary government approvals to own, lease and operate its properties and assets and to conduct carry on its business as presently conducted and (iii) now being conducted. Each Lessee Subsidiary is duly qualified or licensed to do business as a foreign corporation and is in good standing in each jurisdiction where the character of the properties owned, leased or operated by it or in which the nature of its business or the ownership or leasing of its properties makes such qualification or licensing necessary except necessary, other than in such jurisdictions where the failure to be so qualified or licensed would not havelicensed, individually or in the aggregate, would not have a Material Adverse Effect. The Company has furnished or True and correct copies of the charter, by-laws, organizational documents and partnership, joint venture and operating agreements of each Lessee Subsidiary, and all amendments to the date of this Agreement, have been made available to Sunstone Parties and examined by Sunstone Parties on or prior to the Company true and complete copies of the certificate of incorporation, bylaws or comparable organizational documents of each of its Subsidiaries, each as amended to date. Such organizational documents are in full force and effect, and no such Subsidiary is in violation of any provision thereindate hereof. (b) The Company owns beneficially, directly or indirectly, all of the issued and outstanding capital stock or other securities of each such Subsidiary and, except as set forth in the Schedule of Exceptions, does not own an equity interest in any other corporation, partnership or entity, other than in such Subsidiaries. Each outstanding share of capital stock or other securities of each such Subsidiary is duly authorized, validly issued, fully paid and nonassessable (or the foreign equivalent for foreign Subsidiaries) and each such share or other equity interest owned by the Company or one of its Subsidiaries is free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on the Company's or such other Subsidiary's voting rights, charges and other encumbrances of any nature whatsoever.

Subsidiaries. (a) The Schedule of Exceptions sets forth the name and state or jurisdiction of incorporation of each of its Subsidiaries. Each of such Subsidiaries the Company’s “subsidiaries” (ifor purposes of this Agreement, as defined in Rule 405 under the Securities Act) is a corporation has been duly incorporated or other business entity duly organized, as the case may be, and is validly existing and as a corporation, partnership or limited liability company, as applicable, in good standing under the laws of the jurisdiction of its organization, (ii) incorporation or organization and has full corporate the power and authority and all necessary government approvals (corporate or other) to own, lease and operate its properties and assets and to conduct its business as presently conducted described in the Registration Statement and (iii) the Prospectus, except where the failure to be so organized or existing or in good standing would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change. Each of the Company’s subsidiaries is duly qualified or licensed to do business as a foreign corporation corporation, partnership or limited liability company, as applicable, to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business except where the character of the properties owned, leased or operated by it or the nature of its business makes such qualification or licensing necessary except where failure to be so qualified organized or licensed existing or in good standing would not havenot, individually or in the aggregate, reasonably be expected to result in a Material Adverse EffectChange. The Company has furnished or made available to the Company true and complete copies of the certificate of incorporation, bylaws or comparable organizational documents of each of its Subsidiaries, each as amended to date. Such organizational documents are in full force and effect, and no such Subsidiary is in violation of any provision therein. (b) The Company owns beneficially, directly or indirectly, all All of the issued and outstanding capital stock or other securities equity or ownership interests of each of the Company’s 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 any material security interest, mortgage, pledge, lien, encumbrance or adverse claim. None of the outstanding capital stock or equity interest in any subsidiary was issued in violation of preemptive or similar rights of any security holder of such Subsidiary andsubsidiary. The constitutive or organizational documents of each of the subsidiaries comply in all material respects with the requirements of applicable laws of its jurisdiction of incorporation or organization and are in full force and effect. The Company does not own or control, except directly or indirectly, any corporation, association or other entity other than the subsidiaries listed in Exhibit 21 to the Company’s Annual Report on Form 10‑K for the fiscal year ended December 31, 2019. Except as set forth in the Schedule of ExceptionsProspectus, does not own an equity interest in no subsidiary is currently subject to a direct or indirect prohibition on paying any dividends to the Company, from making any other corporationdistribution on such Subsidiary’s capital stock, partnership from repaying to the Company any loans or entity, other than in such Subsidiaries. Each outstanding share of capital stock or other securities of each advances to such Subsidiary is duly authorized, validly issued, fully paid and nonassessable (or the foreign equivalent for foreign Subsidiaries) and each such share or other equity interest owned by from the Company or one from transferring any of its Subsidiaries is free and clear such Subsidiary’s property or assets to the Company or any other subsidiary of all security intereststhe Company that would, liensindividually or in the aggregate, claims, pledges, options, rights of first refusal, agreements, limitations on the Company's or such other Subsidiary's voting rights, charges and other encumbrances of any nature whatsoeverresult in a Material Adverse Change.

Subsidiaries. (a) The Schedule of Exceptions sets forth the name and state or jurisdiction of incorporation of each of its Subsidiaries. Each of such the Company's Subsidiaries (i) is a corporation or other business entity duly organized, validly existing and in good standing under the laws of the its jurisdiction of its organization, (ii) incorporation and has full all requisite corporate power and authority and all necessary government approvals to own, lease and operate its properties and assets and to conduct carry on its business as presently conducted and (iii) it is now being conducted. Each of the Subsidiaries is duly qualified or licensed to do business as a foreign corporation to do business, and is in good standing standing, in each jurisdiction where the character of the its properties owned, owned or leased or operated by it or the nature of its business activities makes such qualification or licensing necessary necessary, except where the failure to be so qualified or licensed in good standing would not have, individually or in the aggregate, have a Material Adverse EffectEffect on the Company. The Company has furnished or made available Exhibit 21 to the Company true and complete copies Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1998 (the "1998 10-K"), as filed with SEC, lists the only Subsidiaries of the certificate of incorporationCompany at December 31, bylaws or comparable organizational documents of each of its Subsidiaries, each as amended to date. Such organizational documents are in full force and effect1998, and no such Subsidiary is in violation of any provision therein. (b) The Company owns beneficially, directly or indirectly, all Subsidiaries of the issued and outstanding capital stock Company thereafter formed or other securities of each such Subsidiary and, except as set forth acquired are listed in the Schedule Company Disclosure Letter. All of Exceptions, does not own an equity interest in any other corporation, partnership or entity, other than in such Subsidiaries. Each the outstanding share shares of capital stock or other securities of each such Subsidiary is duly authorized, the Subsidiaries are validly issued, fully paid and nonassessable (or and, other than directors' qualifying shares in the foreign equivalent for case of foreign Subsidiaries) and each such share or other equity interest , are owned by the Company or one by a wholly owned Subsidiary of its Subsidiaries is the Company free and clear of all security interests, material liens, claims, pledgescharges or encumbrances, optionsand there are no irrevocable proxies with respect to such shares. Except as set forth in the Company Disclosure Letter and except for the capital stock of its Subsidiaries, rights the Company does not own, directly or indirectly, any capital stock or other ownership interest in any corporation, partnership, joint venture, limited liability company or other entity which is material to the business of first refusalthe Company and its Subsidiaries, agreements, limitations taken as a whole. There are no material restrictions on the Company's or such other Subsidiary's voting rights, charges and other encumbrances Company to vote the stock of any nature whatsoeverof its Subsidiaries.

Subsidiaries. (a) The Company Disclosure Schedule of Exceptions sets forth a list of all of the name and state Subsidiaries of the Company. The Company does not presently own, directly or jurisdiction of incorporation of each of its Subsidiaries. Each of such Subsidiaries (i) is a corporation indirectly, any capital stock or other business entity equity interest, or rights or obligations to acquire the same, in any other Person. (b) The Subsidiaries of the Company are corporations or other legal entities duly incorporated or organized, validly existing and in good standing under the laws Laws of the jurisdiction their respective jurisdictions of its organization, (ii) has full incorporation or organization and have all requisite corporate or similar power and authority and all necessary government approvals to own, lease and operate its properties and assets and to conduct its business carry on their businesses as presently conducted and (iii) is they are now being conducted. The Subsidiaries of the Company are duly licensed or qualified or licensed to do business as a foreign corporation and is in good standing in each jurisdiction all jurisdictions where the character nature of the properties ownedproperty owned or leased by them, leased or operated by it or the nature of its the business conducted by them, makes such licensing or qualification or licensing necessary necessary, except where the failure to be so licensed, qualified or licensed and in good standing has not had and would not have, individually or in the aggregate, have a Company Material Adverse Effect. The Company has furnished or made available to the Company true True and complete copies of the certificate of incorporation, bylaws or comparable organizational documents Constituent Documents of each of its Subsidiariesthe Company’s Subsidiaries have been made available to Purchaser prior to the date hereof and no amendment or other modification has been filed, recorded or is pending or contemplated with respect thereto. The Constituent Documents of each as amended to date. Such organizational documents of the Company’s Subsidiaries are in full force and effect, effect and no such Subsidiary none of the Company’s Subsidiaries is in violation of any provision thereinof the provisions of its Constituent Documents. (bc) The Company owns beneficiallyCompany, either directly or indirectlyindirectly through a wholly owned Subsidiary, owns all of the issued and outstanding capital stock or other securities of each such Subsidiary and, except as set forth in the Schedule of Exceptions, does not own an equity interest in any other corporation, partnership or entity, other than in such Subsidiaries. Each outstanding share shares of capital stock or other securities of each such Subsidiary is duly authorizedstock, validly issued, fully paid and nonassessable (or the foreign equivalent for foreign Subsidiaries) and each such share limited liability company interests or other equity interest owned by the Company or one interests of each of its Subsidiaries is Subsidiaries. All such capital stock and interests are held free and clear of all security interestsEncumbrances, liensexcept as imposed by applicable securities laws. All issued and outstanding shares of capital stock, claimslimited liability company interests or other equity interests of each Subsidiary of the Company have been validly issued, pledgesare fully paid and non-assessable and were not issued in violation of preemptive or other similar rights. There are no outstanding subscriptions, options, warrants, calls, rights, convertible or exchangeable securities, commitments or any other agreements to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound that obligate the Company or any of its Subsidiaries to (i) issue, deliver or sell or cause to be issued, delivered or sold any shares of capital stock, limited liability company interests or other equity interests of any Subsidiary of the Company or any other securities convertible into, or exercisable or exchangeable for, or evidencing the right to subscribe for, any shares of capital stock, limited liability company interests or other equity interests of any Subsidiary of the Company or (ii) purchase, redeem or otherwise acquire any shares of capital stock, limited liability company interests or other equity interests of any Subsidiary of the Company. There are no stock appreciation rights, phantom stock rights or similar rights outstanding with respect to any Subsidiary of first refusalthe Company. Neither the Company nor any of its Subsidiaries is a party to any voting trusts, stockholder agreements, limitations on proxies or other agreements in effect with respect to the voting or transfer of any capital stock or limited liability company interests of any Subsidiary of the Company's or such other Subsidiary's voting rights, charges and other encumbrances of any nature whatsoever.

Subsidiaries. The only subsidiaries of the Company (aeach a "Subsidiary and collectively the "Subsidiaries") The Schedule of Exceptions sets are those listed on Exhibit A hereto. Except as set forth in the name and state Prospectus (or jurisdiction of incorporation of each if the Prospectus is not in existence, in the most recent preliminary prospectus) or as required in connection with the exercise of its Subsidiaries. Each rights as a creditor, or pursuant to a bona fide collateral pledge arrangement, neither the Company nor any Subsidiary owns, nor at the Closing Time or the Date of such Subsidiaries Delivery (i) is a corporation if any Option Securities are purchased), will own an interest in any corporation, partnership, trust, joint venture or other business entity entity. Each Subsidiary (other than Oriental Financial (PR) Statutory Trust I) has been duly organized, incorporated and is validly existing and as a corporation in good standing under the laws of the jurisdiction of its organizationin which it is chartered or organized, (ii) has with full corporate power and authority and all necessary government approvals to own, lease and operate its properties and assets and to conduct its business as presently conducted described in the Prospectus, and (iii) is duly qualified or licensed to do transact business as a foreign corporation and is in good standing in under the laws of each jurisdiction where in which the character of the properties owned, leased or operated by it or the nature conduct of its business makes or ownership or leasing of its properties requires such qualification or licensing necessary except and where the failure to be so qualified or licensed would not havewould, individually or in the aggregate, have a Material Adverse Effect. The Company has furnished or made available to Except as otherwise disclosed in the Company true and complete copies of the certificate of incorporation, bylaws or comparable organizational documents of each of its Subsidiaries, each as amended to date. Such organizational documents are in full force and effect, and no such Subsidiary is in violation of any provision therein. (b) The Company owns beneficially, directly or indirectlyRegistration Statement, all of the issued and outstanding capital stock or other securities of each such Subsidiary and, except as set forth in the Schedule of Exceptions, does not own an equity interest in any other corporation, partnership or entity, other than in such Subsidiaries. Each outstanding share of capital stock or other securities of each such Subsidiary is has been duly authorized, authorized and validly issued, is fully paid and nonassessable (or the foreign equivalent for foreign Subsidiaries) non-assessable and each such share or other equity interest is owned by the Company Company, directly or one of its Subsidiaries is through subsidiaries, free and clear of all any security interestsinterest, liensmortgage, claimspledge, pledgeslien, optionsencumbrance, claim or equity; none of the outstanding shares of capital stock of any Subsidiary was issued in violation of the preemptive or similar rights of first refusal, agreements, limitations on any securityholder of such Subsidiary. Oriental Financial (PR) Statutory Trust I ("OFG Trust I") has been duly formed and is validly existing in good standing as a statutory trust under the Company's or such other Subsidiary's voting rights, charges laws of the State of Connecticut with the power and other encumbrances authority to own property and to conduct its business as described in the Prospectus. All filings required as of any nature whatsoeverthe date hereof under the laws of the State of Connecticut with respect to the creation and valid existence of the OFG Trust I as a statutory trust have been made.

Subsidiaries. (a) The Schedule Each CPA14 Subsidiary that is a corporation is duly incorporated, validly existing and in good standing under the Laws of Exceptions sets forth the name and state or its jurisdiction of incorporation of each of and has the requisite corporate power and authority to own, lease and operate its Subsidiariesproperties and to carry on its business as now being conducted. Each of such Subsidiaries (i) CPA14 Subsidiary that is a corporation partnership, limited liability company or other business entity trust is duly organized, validly existing and in good standing under the laws Laws of the its jurisdiction of its organization, (ii) organization and has full corporate the requisite power and authority and all necessary government approvals to own, lease and operate its properties and assets and to conduct carry on its business as presently conducted and (iii) now being conducted. Each CPA14 Subsidiary is duly qualified or licensed to do business as a foreign corporation and is in good standing in each jurisdiction where the character of the properties owned, leased or operated by it or in which the nature of its business or the ownership, operation or leasing of its properties or the management of properties for others makes such qualification or licensing necessary except necessary, other than in such jurisdictions where the failure to be so qualified or licensed would not havelicensed, individually or in the aggregate, would not reasonably be expected to have a CPA14 Material Adverse Effect. The Company has furnished or made available to the Company true and complete copies Except as disclosed in Schedule 2.1(b) of the certificate of incorporation, bylaws or comparable organizational documents of each of its Subsidiaries, each as amended to date. Such organizational documents are in full force and effect, and no such Subsidiary is in violation of any provision therein. (b) The Company owns beneficially, directly or indirectlyCPA14 Disclosure Letter, all of the issued and outstanding capital stock or other securities of each such Subsidiary and, except as set forth in the Schedule of Exceptions, does not own an equity interest in any other corporation, partnership or entity, other than in such Subsidiaries. Each outstanding share shares of capital stock or other securities of each such CPA14 Subsidiary that is a corporation have been duly authorized, are validly issued, fully paid and nonassessable (nonassessable, and are not subject to any preemptive right, purchase option, call option, right of first refusal, subscription or the foreign equivalent for foreign Subsidiaries) and each such share or any other equity interest similar right, are owned by the Company CPA14 or one of its Subsidiaries is another CPA14 Subsidiary, and are so owned free and clear of all security interestspledges, claims, liens, claimscharges, pledges, options, rights of first refusal, agreements, limitations on the Company's or such other Subsidiary's voting rights, charges encumbrances and other encumbrances security interests of any kind or nature whatsoeverwhatsoever (each, a “Lien” and collectively, “Liens”). Except as disclosed in Schedule 2.1(b) of the CPA14 Disclosure Letter, all equity interests in each CPA14 Subsidiary that is a partnership, limited liability company, trust or other entity, have been duly authorized, are validly issued, are owned by CPA14 or another CPA14 Subsidiary, and are so owned free and clear of all Liens. Schedule 2.1(b) of the CPA14 Disclosure Letter sets forth (A) all CPA14 Subsidiaries and their respective jurisdictions of incorporation or organization and (B) each owner and the respective amount of such owner’s equity interest in each CPA14 Subsidiary. Except as set forth on Schedule 2.1(b) of the CPA14 Disclosure Letter, CPA14 does not have any Subsidiaries or any equity investment or other interest in, nor has CPA14 made advances or loans to, any corporation, association, partnership, joint venture or other entity.

Subsidiaries. (a) The Schedule of Exceptions sets forth the name and state or jurisdiction of incorporation of each of its Subsidiaries. Each of such Subsidiaries (i) Significant Subsidiary is a corporation or other business entity duly organized, validly existing and in good standing under the laws Laws of the its jurisdiction of its organization, (ii) and has full corporate power and authority and all necessary government approvals powers to own, lease and operate its properties and assets and to conduct carry on its business as presently conducted and (iii) now conducted. Each Significant Subsidiary of the Company is duly qualified or licensed to do business as a foreign corporation and is in good standing in each jurisdiction where in which the character of the properties owned, property owned or leased or operated by it or the nature of its business activities makes such qualification or licensing necessary necessary, except for those jurisdictions where failure failures to be so qualified or licensed would not havequalified, individually or in the aggregate, have not had, and would not be reasonably expected to have, a Company Material Adverse Effect. The Company has furnished or heretofore made available to the Company true Parent true, complete and complete accurate copies of the certificate of incorporation, bylaws or comparable organizational documents Organizational Documents of each Significant Subsidiary of its Subsidiariesthe Company, each as amended to datethe date of this Agreement. Such organizational documents are in full force and effect, and no such No Significant Subsidiary is in violation of any provision thereinof its Organizational Documents except as, individually or in the aggregate, is not and would not be reasonably expected to be, material to such Significant Subsidiary. (b) The Except as set forth on Section 4.6(b) of the Company owns beneficiallyDisclosure Schedules, all of the outstanding capital stock of, or other ownership interests in, each Significant Subsidiary of the Company is wholly-owned by the Company, directly or indirectly, all beneficially and of record, free and clear of any Encumbrance (except for such Encumbrances as may be provided under the Securities Act, other applicable Laws, or the Organizational Documents of such Subsidiary). All outstanding shares of capital stock of each Significant Subsidiary have been duly authorized and validly issued and are fully paid and nonassessable and not subject to any pre-emptive rights. There are no outstanding (i) securities of the issued and outstanding capital stock Company or other securities any of each such Subsidiary and, except as set forth in the Schedule of Exceptions, does not own an equity interest in any other corporation, partnership its Significant Subsidiaries convertible into or entity, other than in such Subsidiaries. Each outstanding share exchangeable for shares of capital stock or other voting securities or ownership interests in any Significant Subsidiary of each such the Company or (ii) (A) options, warrants or other rights to acquire from the Company or any of its Significant Subsidiaries any capital stock, voting securities or other ownership interests in, or any securities convertible into or exchangeable for any capital stock, voting securities or ownership interests in, any Significant Subsidiary is duly authorizedof the Company, validly issued(B) bonds, fully paid and nonassessable (debentures, notes or other Indebtedness of any Significant Subsidiary of the Company that are linked to, or the foreign equivalent for foreign Subsidiaries) and each such share value of which is in any way based upon or derived from, the value of the Company, any of its Significant Subsidiaries or any part thereof, or any dividends or other distributions declared or paid on any shares of capital stock of, or other equity interest owned by or voting interests in, the Company or one any of its Significant Subsidiaries, or that have or that by their terms may have at any time (whether actual or contingent) the right to vote (or that are convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of the Company or any of its Significant Subsidiaries is free and clear of all security interestsmay vote, liens(C) preemptive or similar rights, claimssubscription or other rights, pledgesconvertible securities, options, rights of first refusal, or other agreements, limitations arrangements or commitments of any character relating to the capital stock of any Significant Subsidiary of the Company, obligating the Company or any of its Significant Subsidiaries to issue, transfer or sell any capital stock, voting securities or other ownership interests in, or any securities convertible into or exchangeable for any capital stock, voting securities or ownership interests in, the Company or any Significant Subsidiary of the Company or obligating the Company or any Significant Subsidiary of the Company to grant, extend or enter into any such option, warrant, subscription or other right, convertible security, agreement, arrangement or commitment or (D) restricted shares, restricted stock units, stock appreciation rights, performance shares, profit participation rights, contingent value rights, “phantom” stock, or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any shares of capital stock of the Company or any Significant Subsidiary of the Company's , excluding, for the avoidance of doubt, book value units granted under the Company’s long-term incentive program (the items in the foregoing clauses (i) and (ii) being referred to collectively as “Company Subsidiary Securities”). There are no outstanding obligations of the Company or such any of its Significant Subsidiaries to repurchase, redeem or otherwise acquire any outstanding Company Subsidiary Securities. No Significant Subsidiary other Subsidiary's than American National Insurance Company (“ANICO”) is, or has been, subject to any requirement to file periodic reports under the Exchange Act. No Significant Subsidiary of the Company owns any Shares. None of the Significant Subsidiaries has any outstanding equity compensation plans relating to the capital stock of, or other equity or voting rightsinterests in, charges and other encumbrances any Subsidiary of the Company. Neither the Company nor any of its Significant Subsidiaries has any obligation to make any payments based on the price or value of any nature whatsoeversecurities of any Subsidiary of the Company or dividends paid thereon.

Subsidiaries. (a) The Schedule Section 3.6(a) of Exceptions sets forth the name Company Disclosure Letter contains a complete and state or accurate list as of the date hereof of each Subsidiary of the Company and the jurisdiction of incorporation organization thereof. Except for the Company’s Subsidiaries and marketable securities held for passive investment or cash management purposes maintained in the ordinary course of each business (which holdings do not represent a material amount of securities of, or other material voting or material equity interest in any Person), the Company does not own, directly or indirectly, any capital stock of, or other equity or voting interest in, any Person (or any security or other right, agreement or commitment convertible into or exercisable or exchangeable for, any equity or voting interest in any Person). Neither the Company nor any of its SubsidiariesSubsidiaries has any obligation to acquire any equity or voting interest, security, right, agreement or commitment or to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in, any Person. No Subsidiary of the Company is in violation of its charter, bylaws or other similar organizational documents. (b) Each of such the Company’s Subsidiaries (i) is a corporation or other business entity duly organized, validly existing and in good standing under the laws Applicable Laws of the jurisdiction of its organization, respective organization (ii) to the extent the “good standing” concept is applicable). Each of the Company’s Subsidiaries has full corporate the requisite power and authority to carry on its respective business as it is presently being conducted and all necessary government approvals to own, lease and or operate its respective properties and assets and to conduct its business as presently conducted and (iii) assets. Each of the Company’s Subsidiaries is duly qualified or licensed to do business as a foreign corporation and is in good standing in each jurisdiction where the character of the its properties owned, owned or leased or operated by it or the nature of its business makes activities make such qualification or licensing necessary (to the extent the “good standing” concept is applicable), except where the failure to be so qualified or licensed in good standing has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company has furnished delivered or made available to the Company true Parent complete and complete correct copies of the certificate certificates of incorporationincorporation and bylaws (or equivalent organizational documents), bylaws or comparable organizational documents of each of its Subsidiaries, each as amended to date. Such organizational documents , of the Company’s Subsidiaries. (c) All of the outstanding shares of capital stock of, or other equity or voting interests in, each Subsidiary of the Company (i) have been duly authorized, validly issued and are in full force fully paid and effect, nonassessable (and no such Subsidiary is shares of capital stock or any other equity or voting interest have been issued in violation of any provision therein. preemptive or similar rights) and (bii) The Company owns beneficiallyare owned, directly or indirectly, all of the issued and outstanding capital stock or other securities of each such Subsidiary and, except as set forth in the Schedule of Exceptions, does not own an equity interest in any other corporation, partnership or entity, other than in such Subsidiaries. Each outstanding share of capital stock or other securities of each such Subsidiary is duly authorized, validly issued, fully paid and nonassessable (or the foreign equivalent for foreign Subsidiaries) and each such share or other equity interest owned by the Company or one of its Subsidiaries is Company, free and clear of all security interestsLiens and free of any other restriction (including any restriction on the right to vote, lienssell or otherwise dispose of such capital stock or other equity or voting interest) other than Permitted Liens. (d) There are no outstanding (i) securities of the Company or any of its Subsidiaries convertible into or exchangeable for shares of capital stock of, claimsor other equity or voting interest in, pledgesany Subsidiary of the Company, (ii) options, stock appreciation rights, warrants, restricted stock units, rights or other commitments or agreements to acquire from the Company or any of first refusalits Subsidiaries, agreementsor that obligate the Company or any of its Subsidiaries to issue, limitations any capital stock of, or other equity or voting interest in, or any securities convertible into or exchangeable for shares of capital stock of, or other equity or voting interest in, any Subsidiary of the Company, (iii) obligations of the Company to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment (whether payable in equity, cash or otherwise) relating to any capital stock of, or other equity or voting interest (including any voting debt) in, any Subsidiary of the Company, (iv) outstanding restricted shares, restricted share units, stock appreciation rights, performance shares, contingent value rights, “phantom” stock or similar securities or rights that are derivative of, or provide Table of Contents economic benefits based, directly or indirectly, on the value or price of, any capital stock of, or other securities or ownership interests in, any Subsidiary of the Company (the items in clauses (i), (ii), (iii) and (iv), together with the capital stock of the Subsidiaries of the Company's , being referred to collectively as “Subsidiary Securities”) (v) voting trusts, proxies, voting agreements or such other Subsidiary's similar arrangements or understandings to which any Subsidiary of the Company is a party or by which any Subsidiary of the Company is bound with respect to the voting rights, charges and other encumbrances of any nature whatsoevershares of capital stock of, or other equity or voting interest in, any Subsidiary of the Company, (vi) obligations or binding commitments of any character restricting the transfer of any shares of capital stock of, or other equity or voting interest in, any Subsidiary of the Company to which any Subsidiary of the Company is a party or by which it is bound, or (vii) other obligations by the Company or any of its Subsidiaries to make any payments based on the price or value of any Subsidiary Securities. There are no Contracts of any kind that obligate the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any outstanding Subsidiary Securities.

Subsidiaries. (a) The Schedule of Exceptions 5.04 hereto correctly sets forth as of December 31, 2019 the name names and state jurisdictions of formation of all Subsidiaries of the Borrower and states whether each is or jurisdiction is not a Consolidated Subsidiary. Except for shares of incorporation capital stock or partnership interests in a Subsidiary required by Applicable Laws to be held by a director or comparable official of that Subsidiary and unless otherwise indicated in Schedule 5.04 or where the failure to own all of the shares of capital stock or partnership interests in such Subsidiary would have a Material Adverse Effect, all of the outstanding shares of capital stock or partnership interests of each Subsidiary are owned beneficially by the Borrower, and, to the knowledge of its Subsidiaries. the Borrower, all securities and interests so owned are duly authorized, validly issued, fully paid, non-assessable, and issued in compliance with all applicable state and federal securities and other Laws, and are free and clear of all Liens and Rights of Others. (b) Each of such Subsidiaries (i) Subsidiary is a corporation or other business legal entity duly organizedformed, validly existing existing, and in good standing under the laws of the its jurisdiction of its organizationformation, (ii) has full corporate power and authority and all necessary government approvals to own, lease and operate its properties and assets and to conduct its business as presently conducted and (iii) is duly qualified or licensed to do business as a foreign corporation and is in good standing in each jurisdiction where in which the character of the properties owned, leased or operated by it or the nature conduct of its business or the ownership or leasing of its properties makes such qualification or licensing necessary necessary, except where the failure to be so duly qualified or licensed and in good standing would not have, individually or in the aggregate, have a Material Adverse Effect. The Company has furnished or made available to the Company true and complete copies of the certificate of incorporation, bylaws or comparable organizational documents of each of its Subsidiaries, each as amended to date. Such organizational documents are in full force and effect, and no such has all requisite legal power and authority to (i) conduct its business and (ii) own and lease its properties, except in the cases of clause (i) and (ii), where the failure to do so would not have a Material Adverse Effect. (c) Each Subsidiary is in violation of compliance with all Laws and other legal requirements applicable to its business and has obtained all authorizations, consents, approvals, orders, licenses, and permits from, and has accomplished all filings, registrations, and qualifications with, or obtained exemptions from any provision therein. (b) The Company owns beneficially, directly or indirectly, all of the issued and outstanding capital stock or other securities foregoing from, any Governmental Authority that are necessary for the transaction of each such Subsidiary andits business, except as set forth in where the Schedule of Exceptions, does not own an equity interest in any other corporation, partnership or entity, other than failure to be in such Subsidiaries. Each outstanding share of capital stock compliance, obtain such authorizations, consents, approvals, orders, licenses, and permits, accomplish such filings, registrations, and qualifications, or other securities of each obtain such Subsidiary is duly authorizedexemptions, validly issued, fully paid and nonassessable (or the foreign equivalent for foreign Subsidiaries) and each such share or other equity interest owned by the Company or one of its Subsidiaries is free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on the Company's or such other Subsidiary's voting rights, charges and other encumbrances of any nature whatsoeverwould have a Material Adverse Effect.

Subsidiaries. (a) The Schedule of Exceptions sets forth the name and state or jurisdiction of incorporation of each of its Subsidiaries. Each of such Subsidiaries the Company’s “significant subsidiaries” (ifor purposes of this Agreement, as defined in Rule 405 under the Securities Act) has been duly incorporated or organized, as the case may be, and is validly existing as a corporation corporation, partnership, limited liability company, statutory trust or other business entity duly organizedentity, validly existing and as applicable, in good standing under the laws of the jurisdiction of its organization, (ii) incorporation or organization and has full corporate the power and authority and all necessary government approvals (corporate or other) to own, lease and operate its properties and assets and to conduct its business as presently conducted described in the Registration Statement, the Time of Sale Prospectus and (iii) the Prospectus. Each of the Company’s significant subsidiaries is duly qualified or licensed to do business as a foreign corporation corporation, partnership, limited liability company, statutory trust or other entity, as applicable, to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the character of the properties owned, leased or operated by it or the nature of its business makes such qualification or licensing necessary except where failure to so qualify or to be so qualified or licensed in good standing would not havereasonably be expected, individually or in the aggregate, to have a material adverse effect on the condition (financial or other), earnings, business, properties, operations, assets, liabilities or prospects of the Company and its subsidiaries, considered as one entity (a “Material Adverse Effect”). The Company has furnished or made available to the Company true and complete copies of the certificate of incorporation, bylaws or comparable organizational documents of each of its Subsidiaries, each as amended to date. Such organizational documents are in full force and effect, and no such Subsidiary is in violation of any provision therein. (b) The Company owns beneficially, directly or indirectly, all All of the issued and outstanding capital stock or other securities equity or ownership interests of each such Subsidiary and, except as set forth in of the Schedule of Exceptions, does not own an equity interest in any other corporation, partnership or entity, other than in such Subsidiaries. Each outstanding share of capital stock or other securities of each such Subsidiary is Company’s significant subsidiaries have been duly authorized, authorized and validly issued, are fully paid and nonassessable (or the foreign equivalent for foreign Subsidiaries) and each such share or other equity interest are owned by the Company Company, directly or one of its Subsidiaries is through subsidiaries, free and clear of all any security interestsinterest, liensmortgage, claimspledge, pledgeslien, optionsencumbrance or adverse claim. The Company does not own or control, rights of first refusaldirectly or indirectly, agreementsany corporation, limitations on association or other entity other than the subsidiaries listed in Exhibit 21 to the Company's ’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019 (other than any corporations, associations or such other Subsidiary's voting rightsentities that, charges in the aggregate, do not constitute a “significant subsidiary” as defined in Rule 1-02 of Regulation S-X). First Citizens Investor Services, Inc. is a broker/dealer duly registered with the Commission pursuant to the Exchange Act, is a member in good standing of FINRA, and other encumbrances is in compliance with the securities laws in those states in which it conducts business as a broker-dealer. First Citizens Investor Services, Inc. and First Citizens Asset Management, Inc. are investment advisors duly registered with the Commission pursuant to the Investment Advisers Act of any nature whatsoever1940, as amended.

Subsidiaries. (aSection 3(e) The of the Disclosure Schedule of Exceptions sets forth the name and state or jurisdiction of incorporation of each of its Subsidiaries. Each of such Subsidiaries (i) is a corporation the authorized capital stock of each direct and indirect Subsidiary of the Company and the number of issued and outstanding shares of each class of its capital stock (or other business entity securities), the names of the holders thereof, and the number of shares held by each such holder, (ii) the number of shares of its capital stock held in treasury and (iii) the nature and amount of any such equity investment, other interest or advance. All of such shares of capital stock of Subsidiaries directly or indirectly held by the Company have been duly authorized, are validly issued and fully paid and nonassessable. All of the issued and outstanding shares (or other securities) of each Subsidiary were issued in compliance with all applicable federal and state securities Laws and any other applicable Laws. The Company directly, or indirectly through wholly owned Subsidiaries, holds of record and beneficially owns all such shares of capital stock of the direct or indirect Subsidiaries free and clear of all Encumbrances. Each Subsidiary is an Entity duly organized, validly existing and in good standing (to the extent such concept is applicable in the relevant jurisdiction) under the laws Laws of its state or jurisdiction of incorporation (as listed in Section 3(e) of the jurisdiction of its organization, (iiCompany Disclosure Schedule) has full corporate power and authority and in all necessary government approvals to own, lease and operate its properties and assets and to conduct its business as presently conducted and (iii) is duly qualified jurisdictions in which either the ownership or licensed to do business as a foreign corporation and is in good standing in each jurisdiction where the character use of the properties ownedowned or used by it, leased or operated by it or the nature of the activities conducted by it, requires such qualification. Each Subsidiary has the full and unrestricted power and authority to own, operate and lease its business makes such qualification or licensing necessary except where failure assets and to carry on the Business (and any other business) as currently conducted (and proposed to be so qualified conducted). Dalian Fushi has the full and unrestricted power and authority to own, operate and lease its assets and to carry on the Business (and any other business) as currently conducted. Other than as contemplated by the Restructuring Agreements, there are no outstanding or licensed would not haveauthorized options, individually warrants, purchase rights, subscription rights, conversion rights, exchange rights or in other contracts or commitments that could require any Subsidiary to issue, sell or otherwise cause to become outstanding any of its capital stock. There are no outstanding or authorized stock appreciation, phantom stock, profit participation or similar rights with respect to any Subsidiary. Other than as contemplated by the aggregateRestructuring Agreements, a Material Adverse Effect. The Company has furnished there are no voting trusts, proxies, or made available other agreements or understandings with respect to the Company true and complete copies voting of the certificate of incorporation, bylaws or comparable organizational documents of each of its Subsidiaries, each as amended to date. Such organizational documents are in full force and effect, and no such Subsidiary is in violation capital stock of any provision therein. Subsidiary (b) The Company owns beneficially, directly or indirectly, all of the issued and outstanding capital stock or other securities of each such Subsidiary and, except including Dalian Fushi). Other than as set forth in the Schedule of Exceptions, does not own an equity interest in any other corporation, partnership or entity, other than in such Subsidiaries. Each outstanding share of capital stock or other securities of each such Subsidiary is duly authorized, validly issued, fully paid and nonassessable (or the foreign equivalent for foreign Subsidiaries) and each such share or other equity interest owned contemplated by the Restructuring Agreement, neither the Company or one nor any of its Subsidiaries (including Dalian Fushi) control directly or indirectly or has any direct or indirect equity participation in any corporation, partnership, trust, or other business association which is free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on the Company's or such other not a Subsidiary's voting rights, charges and other encumbrances of any nature whatsoever.

Subsidiaries. (a) The Except for the Persons set forth on Schedule 3.5(a) (each a “Subsidiary”), the Company does not, own directly or indirectly, any capital stock of Exceptions sets forth or any other equity or ownership interest in, or control, directly or indirectly, any other Person, and the name and state Company is not directly or jurisdiction indirectly, a party to, member of incorporation of each of its Subsidiariesor participant in any partnership, joint venture or similar business entity. Each of such Subsidiaries (i) Subsidiary is a corporation or other business entity duly organized, validly existing and in good standing (to the extent applicable) under the laws Laws of the its jurisdiction of its organization, (ii) formation. Each Subsidiary has full corporate all requisite power and authority and all necessary government approvals to own, lease and operate its properties and assets and to conduct carry on its business as presently conducted and (iii) currently conducted. Each Subsidiary is duly qualified or licensed to do business as a foreign corporation and is in good standing (to the extent applicable) as a foreign organization in each jurisdiction where the character listed on Schedule 3.5(a), which constitute all of the properties owned, leased or operated by it or jurisdictions in which the nature conduct of its business or the ownership, leasing, holding or use of its properties makes such qualification or licensing necessary necessary, except as set forth on Schedule 3.5(a) and except such other jurisdictions where the failure to be so qualified or licensed or in good standing would not have, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company has furnished or made available to the Company true Cetus an accurate and complete copies of the certificate of incorporation, bylaws or comparable organizational documents copy of each of its SubsidiariesSubsidiary’s Organizational Documents, each as amended to date. Such organizational documents are date and in full force and effecteffect on the date hereof. None of the Subsidiaries has violated its Organizational Documents in any material respect. Schedule 3.5(a) lists, and no with respect to each Subsidiary, every jurisdiction in which such Subsidiary is has facilities, maintains an office or has a current Employee, consultant or contractor. Except as set forth on Schedule 3.5(a), none of the Subsidiaries conduct any business under or otherwise use for any purpose in violation of any provision thereinjurisdiction any fictitious name, assumed name, “d/b/a”, trade name or other name. (b) The Company owns beneficiallyauthorized capitalization of each Subsidiary, including the identity of each holder of any outstanding equity interest therein, is set forth on Schedule 3.5(b). Except as set forth on Schedule 3.5(b), all of the outstanding capital stock of, or other equity or ownership interests in, each Subsidiary is owned by the Company, directly or indirectly, all free and clear of the issued and outstanding capital stock or other securities of each such Subsidiary and, any Lien (except as set forth in the Schedule of Exceptions, does not own an equity interest in any other corporation, partnership or entity, other than in such Subsidiaries. Each outstanding share pledges of capital stock or other equity or ownership interests in certain Subsidiaries made in connection with the Credit Agreement) and free of any other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other equity or ownership interests). There are no outstanding (i) Company Securities or securities of each such any of the Subsidiaries convertible into or exercisable or exchangeable for shares of capital stock or other voting securities or equity or ownership interests in any Subsidiary is (“Subsidiary Securities”) or (ii) except as set forth on Schedule 3.5(b), Security Rights for any Subsidiary Securities. Except as set forth on Schedule 3.5(b). There are no outstanding obligations of the Company or any of the Subsidiaries to repurchase, redeem or otherwise acquire any outstanding Subsidiary Securities. All of the outstanding Subsidiary Securities have been duly authorized, authorized and are validly issued, fully paid and nonassessable (or the foreign equivalent for foreign Subsidiaries) and each such share or other equity interest owned by the Company or one of its Subsidiaries is free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on the Company's or such other Subsidiary's voting rights, charges and other encumbrances of any nature whatsoever.non-assessable;

Subsidiaries. Except as disclosed by the Company in its most recent Annual Report on Form 10-K as required by Item 601 of Regulation S-K, and except as set forth in Section 4.02 of the Company Disclosure Statement, the Company does not have the power, directly or indirectly, to vote or direct the voting of, securities sufficient to elect the majority of the directors of any corporation (aa "Subsidiary") The Schedule and does not control, directly or indirectly, or have any direct or indirect controlling equity interest, or any commitment to acquire any such direct or indirect controlling equity interest, in any corporation, partnership, joint venture, association, trust, or other business organization. Except as set forth in Section 4.02 of Exceptions sets forth the name and state or jurisdiction of incorporation of Company Disclosure Schedule, each of its Subsidiaries. Each of such Subsidiaries (i) Subsidiary is a corporation or other business entity duly organized, organized and validly existing and in good standing under the laws of the jurisdiction of its organization, (ii) incorporation. Each Subsidiary has full the requisite corporate power and authority and all necessary government approvals to own, operate or lease and operate its properties and assets and to conduct carry on its business as presently conducted it is now being conducted, and (iii) is duly qualified or licensed to do business as a foreign corporation business, and is in good standing standing, in each jurisdiction where the character of the properties owned, leased or operated by it or in which the nature of its business or the properties owned, operated or leased by it makes such qualification qualification, licensing or licensing necessary good standing necessary, except where failure the failures to have such power or authority, or the failures to be so qualified qualified, licensed or licensed would not havein good standing, individually or individually, and in the aggregate, would not have a Material Adverse EffectEffect on the Company. The Company has furnished delivered or made available to the Company true Purchaser correct and complete copies of the certificate of incorporation, bylaws or comparable organizational documents charter of each Subsidiary, as amended to date, and prior to Closing will deliver or make available to the Purchaser correct and complete copies of its Subsidiariesthe bylaws of each Subsidiary, each as amended to date. Such organizational documents are in full force and effect, and no such No Subsidiary is in default under or in violation of any provision therein. (b) The Company owns beneficially, directly of its charter or indirectly, all by-laws. All of the issued and outstanding capital stock or other securities of each such Subsidiary and, except as set forth in the Schedule of Exceptions, does not own an equity interest in any other corporation, partnership or entity, other than in such Subsidiaries. Each outstanding share shares of capital stock or other securities of each such Subsidiary is are duly authorized, validly issued, fully paid and paid, nonassessable (or except as otherwise provided in Section 108.0622(2)(b) of the foreign equivalent for foreign SubsidiariesWBC) and free of preemptive rights. Except as disclosed in Section 4.02 of the Company Disclosure Statement, all shares of each such share Subsidiary that are held of record or other equity interest owned beneficially by either the Company or one of its Subsidiaries is any Subsidiary or any nominee are held or owned free and clear of all security interestsany restrictions on transfer (other than restrictions under the Securities Act, liensstate securities laws or foreign securities laws), written claims, pledgesSecurity Interests (as hereinafter defined), options, rights of first refusalwarrants, agreements, limitations on the Company's or such other Subsidiary's voting rights, charges contracts and other encumbrances calls. There are no outstanding or authorized options, warrants, rights, agreements or commitments to which the Company or any Subsidiary is a party or which are binding on any of them providing for the issuance, disposition or acquisition of any nature whatsoevercapital stock of any Subsidiary. There are no outstanding stock appreciation, phantom stock or similar rights with respect to any Subsidiary.

Subsidiaries. (a) The Schedule Talmer has provided to Chemical a true and complete list of Exceptions sets forth each Talmer Subsidiary as of the name date of this Agreement. Other than the Talmer Subsidiaries, Talmer does not have “control” (as defined in Section 2(a)(2) of the BHC Act, using five percent (5%) rather than twenty-five percent (25%)), either directly or indirectly, of any Person engaged in an active trade or business or that holds any significant assets. Talmer or a Talmer Subsidiary owns all of the issued and state outstanding capital stock or jurisdiction of incorporation other equity interests of each of its the Talmer Subsidiaries, free and clear of any claim or Lien of any kind. There is no legally binding and enforceable subscription, option, warrant, right to acquire, or any other similar agreement pertaining to the capital stock or other equity interests of any Talmer Subsidiary. (b) Each of such the Talmer Subsidiaries (i) is a corporation or other business entity duly organized, organized and validly existing under the laws of its jurisdiction of organization; (ii) is duly qualified to do business and in good standing under in all jurisdictions (whether federal, state, or local) where its ownership or leasing of property or the laws of the jurisdiction conduct of its organization, business requires it to be so qualified; and (iiiii) has full all requisite corporate power and authority and all necessary government approvals to own, own or lease and operate its properties and assets and to conduct carry on its business as presently conducted now conducted, except in each of (ii) and (iii) is duly qualified or licensed to do business as a foreign corporation has not had, and is in good standing in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its business makes such qualification or licensing necessary except where failure to be so qualified or licensed would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. The Company has furnished or made available to the Company true and complete copies of the certificate of incorporation, bylaws or comparable organizational documents of each of its Subsidiaries, each as amended to date. Such organizational documents are in full force and effect, and no such Subsidiary is in violation of any provision thereinEffect on Talmer. (bc) The Company owns beneficiallydeposits of Talmer Bank are insured by the FDIC to the fullest extent permitted by Law, directly and all premiums and assessments to be paid in connection therewith have been paid when due. No proceeding for the revocation or indirectlytermination of such deposit insurance is pending or, all to the Knowledge of the issued and outstanding capital stock or other securities of each such Subsidiary andTalmer, except as set forth in the Schedule of Exceptions, does not own an equity interest in any other corporation, partnership or entity, other than in such Subsidiariesthreatened. Each outstanding share of capital stock or other securities of each such Subsidiary is duly authorized, validly issued, fully paid and nonassessable (or the foreign equivalent for foreign Subsidiaries) Talmer and each such share Talmer Subsidiary has paid as and when due all material fees, charges, assessments, and the like as required by Law to each and every Governmental Entity having jurisdiction over Talmer or other equity interest owned by the Company or one of its Subsidiaries is free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on the Company's or such other each Talmer Subsidiary's voting rights, charges and other encumbrances of any nature whatsoever.

Subsidiaries. (a) The Schedule Each Subsidiary of Exceptions sets forth the name and state or jurisdiction of incorporation of each of its Subsidiaries. Each of such Subsidiaries (i) is a corporation or other business entity Company has been duly organized, is validly existing and (where applicable) in good standing under the laws of the its jurisdiction of its organization, (ii) has full corporate power and authority all organizational powers and all necessary government approvals Permits required to own, lease and operate its properties and assets and to conduct carry on its business as presently conducted now conducted, except for those licenses, authorizations, permits, consents and (iii) approvals the absence of which would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Each such Subsidiary is duly qualified or licensed to do business as a foreign corporation entity and is in good standing in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its business makes such qualification or licensing necessary is necessary, except for those jurisdictions where failure to be so qualified or licensed would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. The Company 10-K identifies, as of its filing date, all Subsidiaries of the Company and their respective jurisdictions of organization. Each Subsidiary of the Company is wholly-owned, directly or indirectly, by the Company. The Company has furnished or heretofore made available to the Company Parent true and complete copies of the certificate of incorporation, incorporation and bylaws or comparable similar organizational documents of for each of its Subsidiaries, each Subsidiary as amended to datecurrently in effect. Such organizational documents are in full force and effect, and no such No Subsidiary is in material violation of any provision thereinof the provisions of its certificate of incorporation and bylaws or similar organizational documents, as currently in effect. (b) The Company owns beneficially, directly or indirectly, all All of the issued and outstanding capital stock or other voting securities of, or ownership interests in, each Subsidiary of each such Subsidiary andthe Company are, except as set forth in the Schedule of Exceptionswhere applicable, does not own an equity interest in any other corporation, partnership or entity, other than in such Subsidiaries. Each outstanding share of capital stock or other securities of each such Subsidiary is duly authorized, validly issued, fully paid and nonassessable (or the foreign equivalent for foreign Subsidiaries) non-assessable, and each such share capital stock or other equity interest voting securities are owned by the Company Company, directly or one of its Subsidiaries is indirectly, free and clear of all security interestsany Lien, liensother than Permitted Liens, claims, pledges, options, rights and free of first refusal, agreements, limitations any other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other voting securities or ownership interests). There are no issued, reserved for issuance or outstanding (i) securities of the Company or any of its Subsidiaries convertible into, or exchangeable for, shares of capital stock or other voting securities of, or ownership interests in, any Subsidiary of the Company's , (ii) warrants, calls, options or such other Subsidiary's rights to acquire from the Company or any of its Subsidiaries, or other obligations of the Company or any of its Subsidiaries to issue, any capital stock or other voting securities of, or ownership interests in, or any securities convertible into, or exchangeable for, any capital stock or other voting securities of, or ownership interests in, any Subsidiary of the Company or (iii) restricted shares, stock appreciation rights, charges and performance units, contingent value rights, “phantom” stock or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any capital stock or other encumbrances voting securities of, or ownership interests in, any Subsidiary of the Company (the items in clauses (i) through (iii) being referred to collectively as the “Company Subsidiary Securities”). There are no outstanding obligations of the Company or any nature whatsoeverof its Subsidiaries to repurchase, redeem or otherwise acquire any of the Company Subsidiary Securities. Except for the capital stock or other voting securities of or ownership interests in its Subsidiaries, the Company does not own, directly or indirectly, any capital stock or other voting securities of or ownership interests in any Person.

Subsidiaries. (a) The Schedule No Subsidiary of Exceptions sets forth the name and state or jurisdiction of incorporation of each of its Subsidiaries. Each of such Subsidiaries (i) Company is a corporation Subsidiary that constitutes a “significant subsidiary” of the Company within the meaning of Rule 1-02 of Regulation S-X of the Exchange Act. (b) All of the outstanding shares of capital stock of, or other business ownership interest in, each Subsidiary of the Company, are owned by the Company, directly or indirectly. (c) Each Company Subsidiary is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction its state or country of its organization, (ii) and has full corporate all applicable business entity power and authority and all necessary government approvals required to own, lease and operate its properties and assets and to conduct carry on its business as presently conducted and (iii) now conducted, except where the failure to be so organized or in such existence or standing or have such powers, individually or in the aggregate, would not have a Company Material Adverse Effect. Each Company Subsidiary is duly qualified or licensed to do business as a foreign corporation entity and is in good standing in each jurisdiction where the character of the properties owned, property owned or leased or operated by it or the nature of its business activities makes such qualification or licensing necessary necessary, except where the failure to be so qualified or licensed would not havequalified, individually or in the aggregate, would not have a Company Material Adverse Effect. The Company has furnished or made available to the Company true and complete copies of the certificate of incorporation, bylaws or comparable organizational documents of each of its Subsidiaries, each as amended to date. Such organizational documents are in full force and effect, and no such Subsidiary is in violation of any provision therein. (bd) The All of the outstanding shares of capital stock of, or other ownership interest in, each Subsidiary of the Company owns beneficiallyhave been duly authorized and validly issued and all of the outstanding shares of capital stock of each Subsidiary that is a corporation are fully paid and nonassessable. All of the outstanding capital stock or other ownership interest, which is owned, directly or indirectly, all by the Company in each of its Subsidiaries is owned free and clear of any Lien and, with respect to corporate Subsidiaries, free of any other limitation or restriction, including any limitation or restriction on the issued and outstanding right to vote, sell or otherwise dispose of such capital stock or other ownership interest (other than any of such under the Securities Act or any state or foreign securities laws) (provided that restrictions on these rights with respect to non-corporate Subsidiaries would not have a Company Material Adverse Effect). There are no outstanding (i) securities of each such Subsidiary and, except as set forth in the Schedule Company or any of Exceptions, does not own an equity interest in any other corporation, partnership the Company Subsidiaries convertible into or entity, other than in such Subsidiaries. Each outstanding share exchangeable or exercisable for shares of capital stock or other voting securities or ownership interests in any of each such Subsidiary is duly authorizedthe Company Subsidiaries, validly issued(ii) options, fully paid and nonassessable (or the foreign equivalent for foreign Subsidiaries) and each such share warrants or other equity interest owned by rights to acquire from the Company or one any of its the Company Subsidiaries, or obligations of the Company or any of the Company Subsidiaries is free and clear to issue, any capital stock, voting securities or other ownership interests in, or any securities convertible into or exchangeable or exercisable for any capital stock, voting securities or ownership interests in, any of all security intereststhe Company Subsidiaries or (iii) obligations of the Company or any of the Company Subsidiaries to repurchase, liensredeem or otherwise acquire any outstanding securities of any of the Company Subsidiaries or any capital stock of, claimsor other ownership interests in, pledgesany of the Company Subsidiaries. There are no other Persons in which the Company owns, optionsof record or beneficially, rights any direct or indirect equity or similar interest or, to the Knowledge of first refusal, agreements, limitations on the Company's , any right (contingent or such other Subsidiary's voting rights, charges and other encumbrances of any nature whatsoeverotherwise) to acquire the same.

Subsidiaries. (a) The Schedule Section 3.2(a) of Exceptions the Company Disclosure Letter sets forth (i) each Subsidiary of the name Company (individually, a “Company Subsidiary” and state or collectively, the “Company Subsidiaries”) and (ii) each such Company Subsidiary’s jurisdiction of incorporation of each of its Subsidiariesor organization. Each of such Subsidiaries (i) Company Subsidiary is a corporation duly incorporated or a limited liability company, partnership or other business entity duly organized, organized and is validly existing and and, if applicable, in good standing under the laws Laws of the jurisdiction of its incorporation or organization, (ii) as the case may be, and has full all requisite corporate or other power and authority and all necessary government approvals authority, as the case may be, to own, lease and operate its properties and assets and to conduct carry on its business as presently conducted and (iii) now being conducted. Each Company Subsidiary is duly qualified or licensed to do business as a foreign corporation and is in good standing in each jurisdiction where the character of the properties owned, leased or operated by it or in which the nature of its business or the ownership, leasing or operation of its properties makes such qualification or licensing necessary necessary, except where for those jurisdictions in which the failure to be so qualified or licensed would not haveor to be in good standing, individually or in the aggregate, has not resulted in and would not reasonably be expected to result in a Material Adverse EffectEffect on the Company. The Company has furnished or made available to the Company true Parent true, correct and complete copies of the certificate of incorporation, bylaws or comparable organizational documents Constituent Documents of each of its SubsidiariesCompany Subsidiary, each as amended to date. Such organizational documents are and in full force and effect, and no such Subsidiary is in violation effect on the date of any provision thereinthis Agreement. (b) The Company owns beneficiallyis, directly or indirectly, the record and Beneficial Owner of all of the issued and outstanding capital stock or other securities Securities of each such Company Subsidiary and, except as set forth on Section 3.2(b) of the Company Disclosure Letter, in the Schedule each case free and clear of Exceptions, does not own an equity interest in any Liens other than Permitted Liens and free of any other corporationlimitation or restriction (including any limitation or restriction on the right to vote, partnership sell, transfer or entity, other than in otherwise dispose of the Securities). All of such Subsidiaries. Each outstanding share of capital stock or other securities of each such Subsidiary is Securities so owned by the Company have been duly authorized, validly issued, fully paid and nonassessable (and no such shares have been issued in violation of any preemptive or similar rights). Except for the foreign equivalent for foreign Subsidiaries) and each such share or other equity interest owned by Securities of the Company Subsidiaries, the Company does not own, directly or one of its Subsidiaries is free and clear of all security interestsindirectly, liens, claims, pledges, options, rights of first refusal, agreements, limitations on the Company's or such other Subsidiary's voting rights, charges and other encumbrances of any nature whatsoeverSecurities in any Person.

Subsidiaries. Schedule 7.14 sets forth a true and completed list of all Subsidiaries as of the Amendment No. 46 Effective Date (as updated from time to time pursuant to Section 8.01(d)) and includes a designation as to whether such Subsidiary is a Guarantor. (a) The Schedule of Exceptions sets forth the name and state or jurisdiction of incorporation of each of its Subsidiaries. Each of such Subsidiaries Except as could not reasonably be expected to have a Material Adverse Effect, (i) is a corporation or other business entity duly organized, validly existing all leases and in good standing under agreements necessary for the laws conduct of the jurisdiction business of its organizationthe Company and the Subsidiaries are valid and subsisting, in full force and effect, and (ii) has full corporate power there exists no default or event or circumstance which with the giving of notice or the passage of time or both would give rise to a default under any such leases or agreements. (b) The rights and authority and all necessary government approvals to own, lease and operate its properties and assets and to conduct its business as Properties presently conducted and (iii) is duly qualified or licensed to do business as a foreign corporation and is in good standing in each jurisdiction where the character of the properties owned, leased or operated licensed by it or the nature Company and the Subsidiaries including, without limitation, all easements and rights of way, include all rights and Properties necessary to permit the Company and the Subsidiaries to conduct their business in all material respects in the same manner as its business makes such qualification or licensing necessary has been conducted prior to the date hereof, except where to the extent that the failure to include any such rights could not reasonably be so qualified or licensed would not haveexpected to result in a Material Adverse Effect. (c) All of the Properties of the Company and the Subsidiaries which are reasonably necessary for the operation of their businesses are in good working condition and are maintained in accordance with prudent business standards, except for any such failure to maintain such Properties, individually or in the aggregate, that could not reasonably be expected to result in a Material Adverse Effect. (d) The Company and each Subsidiary owns, or is licensed to use, all trademarks, tradenames, copyrights, patents and other intellectual Property material to its business, and the use thereof by the Company and such Subsidiary does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. The Company has furnished and its Subsidiaries either own or made available have valid licenses or other rights to use all databases, geological data, geophysical data, engineering data, seismic data, maps, interpretations and other technical information used in their businesses as presently conducted, subject to the Company true and complete copies limitations contained in the agreements governing the use of the certificate of incorporationsame, bylaws or comparable organizational documents of each of its Subsidiaries, each as amended to date. Such organizational documents which limitations are customary for companies engaged in full force and effect, and no such Subsidiary is in violation of any provision therein. (b) The Company owns beneficially, directly or indirectly, all the business of the issued exploration and outstanding capital stock or other securities production of each Hydrocarbons, with such Subsidiary and, except exceptions as set forth in the Schedule of Exceptions, does could not own an equity interest in any other corporation, partnership or entity, other than in such Subsidiaries. Each outstanding share of capital stock or other securities of each such Subsidiary is duly authorized, validly issued, fully paid and nonassessable (or the foreign equivalent for foreign Subsidiaries) and each such share or other equity interest owned by the Company or one of its Subsidiaries is free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on the Company's or such other Subsidiary's voting rights, charges and other encumbrances of any nature whatsoeverreasonably be expected to have a Material Adverse Effect.

Subsidiaries. (a) The Set forth on Schedule 4.7 is a complete and accurate list of Exceptions sets forth all Subsidiaries of the name and state or jurisdiction of incorporation of each of its SubsidiariesCompany. Each Subsidiary of such Subsidiaries (i) the Company has been duly formed and is a corporation or other business entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (ii) formation and has full corporate the requisite power and authority and all necessary government approvals to own, own or lease and operate its properties and assets and to conduct its business as presently conducted it is now being conducted. The Company has previously made available to the Purchasers, or shall make available to the Purchasers prior to the Closing Date, in a form reasonably acceptable to the Purchasers, copies of the organizational documents, each as amended to date, of each Subsidiary of the Company. Such copies are true, correct and (iii) complete and in full force and effect. Each such Subsidiary is duly licensed or qualified or licensed to do business as a foreign corporation and is in good standing in each jurisdiction where in which its ownership or leasing and operation of its properties and assets and the character of the properties owned, leased or operated by it or the nature conduct of its business makes as it is now being conducted requires such qualification Subsidiary to be so licensed or licensing necessary qualified, except where the failure to be so licensed or qualified or licensed would not have, individually or in the aggregate, have a Material Adverse Effect. The Company has furnished or made available to the Company true and complete copies Set forth on Schedule 4.7 is a list of the certificate jurisdiction of incorporation, bylaws organization or comparable organizational documents of each of its Subsidiaries, each as amended to date. Such organizational documents are in full force and effect, and no such Subsidiary is in violation of any provision therein. (b) The Company owns beneficially, directly or indirectly, all of the issued and outstanding capital stock or other securities formation of each such Subsidiary and, except Subsidiary. Except as set forth in on Schedule 4.7 and as listed above, none of the Schedule Company and the Subsidiaries of Exceptionsthe Company own, does not own an or have the right to acquire, any shares of stock or any equity interest in any other corporation, partnership partnership, joint venture or entity, any other than in such Subsidiaries. Each Person. (b) The outstanding share shares of capital stock or other securities of each such Subsidiary is of the Company have been duly authorized, authorized and validly issued, issued and are fully paid and nonassessable and were not issued in violation of any preemptive rights or rights of first refusal or first offer. Except as set forth on Schedule 4.7, (or i) each Subsidiary of the foreign equivalent for foreign Subsidiaries) Company is wholly-owned of record and each such share or other equity interest owned beneficially by the Company or one another wholly-owned Subsidiary and (ii) the ownership interests of its Subsidiaries is the Company in each such Subsidiary are owned of record and beneficially by the Company (or another wholly-owned Subsidiary of the Company), free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on the Company's or such any Encumbrances other Subsidiary's voting rights, charges and other encumbrances of any nature whatsoeverthan Permitted Encumbrances.

Subsidiaries. The Company’s “significant” subsidiaries, as defined in Rule 1-02 of Regulation S-X, are the Guarantor, Viper Energy Partners LLC (a) The Schedule of Exceptions sets forth the name “Viper OpCo”), QEP Resources, Inc. and state or jurisdiction of incorporation of QEP Energy Company (each of its Subsidiariesa “Significant Subsidiary”). Each of such Subsidiaries (i) Significant Subsidiary has been duly formed and is a corporation or other business entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (ii) has full organization with the limited liability company or corporate power and authority and all necessary government approvals authority, as applicable, to own, own and/or lease and operate its properties and assets and to conduct its business as presently conducted described in the General Disclosure Package; and (iii) each Significant Subsidiary is duly qualified or licensed to do business as a foreign corporation and is limited liability company or corporation, as applicable, in good standing in each jurisdiction where the character all other jurisdictions in which its ownership or lease of the properties owned, leased or operated by it property or the nature conduct of its business makes requires such qualification or licensing necessary qualification, except where the failure to so qualify or be so qualified or licensed in good standing in such other jurisdictions would not have, individually or result in the aggregate, a Material Adverse Effect. The Company has furnished ; all of the limited liability company interests or made available to shares of common stock, as the case may be, in each Significant Subsidiary of the Company true have been duly authorized and complete copies of the certificate of incorporation, bylaws or comparable organizational validly issued in accordance with constituent documents of each of its Subsidiaries, each as amended Significant Subsidiary and are fully paid (to date. Such organizational documents are in full force and effect, and no the extent required under such Subsidiary is in violation of any provision therein. (b) The Company owns beneficially, directly or indirectly, all subsidiary’s limited liability company agreement with respect to those Significant Subsidiaries of the issued Company that are limited liability companies) and outstanding capital stock or other securities non-assessable (except as such non-assessability may be affected by Sections 18-607 and 18-804 of each such Subsidiary the Delaware Limited Liability Company Act with respect to those Significant Subsidiaries of the Company that are limited liability companies); and, except as set forth otherwise disclosed in the Schedule General Disclosure Package with respect to (i) the pledge thereof in connection with Viper OpCo’s revolving credit facility and (ii) the issuance and sale of Exceptionscommon stock of Viper Energy, does not own an equity interest Inc. (“Viper”) to the public, in any other corporation, partnership or entity, other than in such Subsidiaries. Each outstanding share connection with acquisitions of capital stock mineral and royalty interests or other securities of assets or pursuant to Viper’s equity compensation plan, the equity interests in each such Significant Subsidiary is duly authorized, validly issued, fully paid and nonassessable (or the foreign equivalent for foreign Subsidiaries) and each such share or other equity interest will be owned by the Company Company, directly or one of its Subsidiaries is through subsidiaries, free and clear of all security interests, from liens, claims, pledges, options, rights of first refusal, agreements, limitations on the Company's or such other Subsidiary's voting rights, charges encumbrances and other encumbrances of any nature whatsoeverdefects.

Subsidiaries. The Company does not own or control, directly or indirectly, any significant subsidiary (aas such term is defined in Rule 1-02(w) The Schedule of Exceptions sets Regulation S-X under the Securities Act) other than the subsidiaries and variable interest entities of the Company set forth in the name Registration Statement, the Pricing Disclosure Package and state or jurisdiction the Prospectus. None of incorporation of each of its Subsidiariesthe subsidiaries and variable interest entities that are not disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus is significant to the Company’s business as a whole. Each subsidiary and variable interest entity of such Subsidiaries (i) the Company has been duly incorporated and is a corporation or other business entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organizationincorporation, (ii) has full the corporate power and authority and all necessary government approvals to own, lease and operate own its properties and assets and to conduct its business as presently conducted described in the Registration Statement, the Pricing Disclosure Package and (iii) the Prospectus; all of the constitutive documents of each subsidiary and variable interest entity of the Company comply with the requirements of applicable laws of jurisdictions of its incorporation or organization and are in full force and effect; and each subsidiary and variable interest entity of the Company is duly qualified or licensed to do business as a foreign corporation and is in good standing in each jurisdiction where the character all other jurisdictions in which its ownership or lease of the properties owned, leased or operated by it property or the nature conduct of its business makes requires such qualification or licensing necessary qualification, except where to the extent that the failure to be so qualified or licensed be in good standing would not have, individually or in the aggregate, have a Material Adverse Effect. The Company has furnished or made available to the Company true and complete copies of the certificate of incorporation, bylaws or comparable organizational documents of each of its Subsidiaries, each as amended to date. Such organizational documents are in full force and effect, and no such Subsidiary is in violation of any provision therein. (b) The Company owns beneficially, directly or indirectly, ; all of the issued and outstanding share capital stock or other securities equity interests, as the case may be, of each such Subsidiary andsubsidiary and variable interest entity of the Company has been duly authorized and validly issued and is fully paid and nonassessable; the share capital or equity interests, as the case may be, of each direct or indirect subsidiary of the Company are owned free from liens, encumbrances, defects and claims; and the equity interests of each variable interest entity are owned by the individuals as set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus, and are, except as set forth in the Schedule of ExceptionsRegistration Statement, does not own an equity interest the Pricing Disclosure Package and the Prospectus, free from liens, encumbrances, defects and claims. As used in any other corporationthis Agreement, partnership or entity“subsidiary” has the meaning set forth in Rule 405 under the Securities Act and, other than in such Subsidiaries. Each outstanding share of capital stock or other securities of each such Subsidiary is duly authorized, validly issued, fully paid and nonassessable (unless otherwise indicated or the foreign equivalent for foreign Subsidiaries) and each such share or other equity interest owned by context otherwise requires, it shall include, with respect to the Company or one Company, any of its Subsidiaries is free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on the Company's or such other Subsidiary's voting rights, charges and other encumbrances of any nature whatsoevervariable interest entities.

Subsidiaries. (a) The Schedule Section 6.7(a) of Exceptions the Parent Disclosure Letter sets forth a complete and correct list of each Subsidiary of Parent together with the name and state or jurisdiction of incorporation or formation of each such Subsidiary, the form of its Subsidiaries. Each organization of each such Subsidiaries (i) is a corporation Subsidiary, the authorized and issued capital stock, voting securities or other business entity ownership interests of each such Subsidiary and the name of each holder thereof. (b) Each Subsidiary of Parent has been duly organized, is validly existing and in good standing (except with respect to jurisdictions that do not recognize the concept of good standing) under the laws Laws of the jurisdiction of its organizationincorporation or formation, (ii) and has full corporate power all requisite power, Governmental Authorizations and authority and all necessary government approvals to own, lease and operate its properties and assets and to conduct carry on its business as presently conducted and (iii) now conducted, except where the failure to be in good standing or possess such Governmental Authorizations would not have a Parent Material Adverse Effect. Each such Subsidiary of Parent is duly qualified or licensed to do business as a foreign corporation or other entity to do business, and is in good standing in each jurisdiction where the character of the its properties or assets owned, leased or operated by it or the nature of its business activities makes such qualification or licensing necessary necessary, except where the failure to be so qualified or licensed and in good standing would not have, individually or in the aggregate, have a Parent Material Adverse Effect. The Company Parent has furnished or heretofore made available to the Company Oceanbulk Companies true and complete copies of the articles of incorporation, bylaws, certificates of formation, certificate of incorporation, bylaws limited liability company agreement (or comparable organizational documents organization documents, as applicable) of each of its Subsidiaries, each as amended to date. Such organizational documents are in full force and effect, and no such Subsidiary is in violation of any provision therein. (bc) The Company owns beneficiallyAll of the outstanding shares of capital stock of, or voting securities of, or other ownership interests in, each Subsidiary of Parent, is owned by Parent directly or indirectly, free and clear of any Liens (other than Parent Permitted Liens). There are no issued, reserved for issuance or outstanding (i) securities of any of Parent’s Subsidiaries convertible into, or exchangeable or exercisable for, shares of capital stock or other voting securities of, or ownership interests in, any Parent Subsidiary, (ii) warrants, calls, options or other rights to acquire from any of Parent’s Subsidiaries, or other obligations of any of Parent’s Subsidiaries to issue, any capital stock or other voting securities of, or ownership interests in, or any securities convertible into, or exchangeable or exercisable for, any capital stock or other voting securities of, or ownership interests in, any Subsidiary of Parent, or (iii) restricted shares, stock appreciation rights, performance units, contingent value rights, “phantom” stock or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, all of on the issued and outstanding value or price of, any capital stock or other voting securities of, or ownership interests in, any Subsidiary of Parent (the items in clauses (i) through (iii), together with all of the outstanding capital stock of, or other voting securities of, or ownership interests in, each such Subsidiary andof Parent, except being referred to collectively as the “Parent Subsidiary Securities”). Except as set forth in Section 6.7(c) of the Schedule Parent Disclosure Letter, none of Exceptionsthe Subsidiaries of Parent owns, does not own an directly or indirectly, any equity interest or other ownership interests in any Person, except for other corporation, partnership Subsidiaries of Parent as set forth in Section 6.7(a) of the Parent Disclosure Letter. There are no outstanding obligations of Parent or entity, other than in such Subsidiaries. Each outstanding share of capital stock or other securities of each such Subsidiary is duly authorized, validly issued, fully paid and nonassessable (or the foreign equivalent for foreign Subsidiaries) and each such share or other equity interest owned by the Company or one any of its Subsidiaries is free and clear to repurchase, redeem or otherwise acquire any of all security intereststhe Parent Subsidiary Securities. Except as set forth in Section 6.7(c) of the Parent Disclosure Letter, liensneither Parent nor the Subsidiaries of Parent are subject to any obligation or requirement to provide funds to or make any investment (in the form of a loan, claims, pledges, options, rights of first refusal, agreements, limitations on the Company's capital contribution or such other Subsidiary's voting rights, charges and other encumbrances of otherwise) in any nature whatsoeverPerson.

Subsidiaries. (ai) The Schedule of Exceptions Company’s Disclosure Letter sets forth with respect to each of the Company’s direct and indirect Subsidiaries its name, its jurisdiction of incorporation, the Company’s percentage ownership, the number of shares of stock or other equity interests owned or controlled by the Company and the name and state or jurisdiction number of incorporation of each of its Subsidiaries. Each of such Subsidiaries (i) is a corporation or shares held by any other business entity duly organized, validly existing and in good standing under the laws Person who owns any stock of the jurisdiction of its organization, (ii) has full corporate power and authority and all necessary government approvals to own, lease and operate its properties and assets and to conduct its business as presently conducted and (iii) is duly qualified or licensed to do business as a foreign corporation and is in good standing in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its business makes such qualification or licensing necessary except where failure to be so qualified or licensed would not have, individually or in the aggregate, a Material Adverse EffectSubsidiary. The Company has furnished or made available to the Company true and complete copies of the certificate of incorporation, bylaws or comparable organizational documents of each of its Subsidiaries, each as amended to date. Such organizational documents are in full force and effect, and no such Subsidiary is in violation of any provision therein. (b) The Company owns beneficiallyowns, directly or indirectly, all of the issued and outstanding capital stock or other securities of each such Subsidiary and, except as set forth in the Schedule of Exceptions, does not own an equity interest in any other corporation, partnership or entity, other than in such Subsidiaries. Each outstanding share shares of capital stock or other equity ownership interests of each of the Company’s Subsidiaries, free and clear of any Liens. There are no contracts, commitments, agreements or understandings relating to the Company’s right to vote or dispose of any equity securities of its Subsidiaries. The Company’s ownership interest in each such Subsidiary of its Subsidiaries is in compliance with all applicable laws, rules and regulations relating to equity investments by financial holding companies or Connecticut-chartered stock savings banks. (ii) Each of the Company’s Subsidiaries is duly authorizedorganized and validly existing under the laws of its jurisdiction of incorporation, has all requisite power and authority to own, lease and operate its properties and to conduct the business currently being conducted by it and is duly qualified or licensed as a foreign corporation or other entity to transact business and is in good standing in each jurisdiction in which the character of the properties owned or leased by it or the nature of the business conducted by it makes such qualification or licensing necessary, except where the failure to be so qualified or licensed and in good standing would not have a Material Adverse Effect. (iii) The outstanding shares of capital stock of each of the Company’s Subsidiaries have been validly authorized and are validly issued, fully paid and nonassessable (nonassessable. No shares of capital stock of any Subsidiary of the Company are or the foreign equivalent for foreign Subsidiaries) and each such share may be required to be issued by virtue of any options, warrants or other rights, no securities exist that are convertible into or exchangeable for shares of such capital stock or any other debt or equity interest owned security of any Subsidiary, and there are no contracts, commitments, agreements or understandings of any kind for the issuance of additional shares of capital stock or other debt or equity security of any Subsidiary or options, warrants or other rights with respect to such securities. (iv) Savings Institute Bank and Trust Company is a Connecticut-chartered stock savings bank. No Subsidiary of the Company, other than Savings Institute Bank and Trust Company, is an “insured depository institution” as defined in the Federal Deposit Insurance Act, as amended, and the applicable regulations thereunder. Savings Institute Bank and Trust Company’s deposits are insured by the FDIC through the Deposit Insurance Fund to the fullest extent permitted by law. Savings Institute Bank and Trust Company or one is a member in good standing of its Subsidiaries the FHLB and owns the requisite amount of stock therein. Savings Institute Bank and Trust Company is free and clear a member of all security interests, liens, claims, pledges, options, rights the Federal Reserve Bank of first refusal, agreements, limitations on the Company's or such other Subsidiary's voting rights, charges and other encumbrances of any nature whatsoeverBoston.

Subsidiaries. (a) The Schedule 2.3.1 Section 2.3.1 of Exceptions the Disclosure Letter sets forth the name names of the direct and state or jurisdiction indirect Subsidiaries of incorporation of the Company, the jurisdictions in which each of its Subsidiary is organized and the equity ownership thereof. Other than the Company Subsidiaries. , the Company does not own any Equity Interest in any Person. 2.3.2 Each of such Subsidiaries (i) Company Subsidiary has been duly formed and organized and is a corporation or other business entity duly organized, validly existing and in good standing under the laws Laws of the jurisdiction of its organizationformation. 2.3.3 Each Company Subsidiary is duly qualified to transact business in each jurisdiction where the character of its properties owned or held under lease or the nature of its activities makes such qualification necessary, (ii) except where the failure to be so qualified or in good standing has not had and would not reasonably be expected to have a Material Adverse Effect. 2.3.4 Each Company Subsidiary has the full corporate power and authority and all necessary government approvals to own, own or lease and operate its properties and assets now owned, operated or leased by it and to conduct carry on its business as presently currently conducted and (iii) is duly qualified or licensed to do business as a foreign corporation and is in good standing in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its business makes such qualification or licensing necessary except where failure to be so qualified or licensed would not have, individually or in the aggregate, a Material Adverse Effect. it. 2.3.5 The Company has furnished or made available to the Company true and complete Buyer copies of the certificate of incorporation, bylaws or comparable organizational documents Governing Documents of each of its Subsidiaries, Company Subsidiary and each as amended to date. Such organizational documents are Governing Document is in full force and effect, and no such Company Subsidiary is in violation of any provision thereinterm thereof. (b) 2.3.6 The Company owns beneficiallyholds all of the outstanding Equity Interests of the Company Subsidiaries, directly or indirectly, all free and clear of any Encumbrances other than those imposed by applicable Laws. 2.3.7 All of the issued and outstanding capital stock or other securities Equity Interests of each such Subsidiary and, except as set forth in the Schedule of Exceptions, does not own an equity interest in any other corporation, partnership or entity, other than in such Subsidiaries. Each outstanding share of capital stock or other securities of each such Subsidiary is Company Subsidiaries have been duly authorized, and are validly issued, fully paid or credited as fully paid. 2.3.8 There is no Encumbrance, and nonassessable (there is no agreement, arrangement or obligation to create or give an Encumbrance, in relation to any of the foreign equivalent for foreign Equity Interests of the Company Subsidiaries) and each such share , or any un-issued shares in the capital of the Company Subsidiaries. 2.3.9 There are no outstanding Commitments of any kind relating to any Company Subsidiary. 2.3.10 There are no voting agreements, voting trusts, shareholder agreements, revocable or irrevocable proxies or other equity interest owned by agreements or understandings in effect with respect to the voting or transfer of any Equity Interests of the Company Subsidiaries. 2.3.11 There are no outstanding contractual obligations of the Company Subsidiaries to repurchase, redeem or one otherwise acquire any Equity Interests of its Subsidiaries is free and clear the Company Subsidiaries. 2.3.12 None of all security intereststhe Acquired Companies is, liensin relation to any company (other than a Subsidiary), claimsa limited liability partnership or Societas Europaea registered in the UK, pledges, options, rights a registrable relevant legal entity within the meaning of first refusal, agreements, limitations on section 790C of the Company's CA 2006. 2.3.13 No warning notice or such other Subsidiary's voting rights, charges and other encumbrances restrictions notice has been issued under Schedule 1B (Enforcement of disclosure requirements) of the CA 2006 in respect of any nature whatsoevershares or voting rights in, or any right to appoint or remove any member of the board of directors of, any of the Acquired Companies.

Subsidiaries. (a) The Schedule of Exceptions sets forth the name and state or jurisdiction of incorporation of each of its Subsidiaries. Each of such Subsidiaries (i) Disclosure Schedule 3.1(b)(i) lists each Subsidiary of Company and the owner(s) and percentage ownership of each Subsidiary disclosed thereon. Each Subsidiary of Company is a corporation duly incorporated or other business an entity duly organized, and is validly existing and in good standing standing, under the laws of the its jurisdiction of its incorporation or organization, (ii) has full corporate power all powers and authority and all necessary government material licenses, authorizations, consents and approvals required by each Governmental Authority to own, lease and operate its properties and assets and to conduct carry on its business as presently now conducted and (iii) is duly qualified or licensed to do business as a foreign corporation and is in good standing in each jurisdiction where the character of the properties owned, property owned or leased or operated by it or the nature of its business activities makes such qualification or licensing necessary except where failure to be so qualified or licensed would not have, individually or in the aggregate, a Material Adverse Effectnecessary. The Company has furnished or made available to the Company true True and complete correct copies of the certificate Certificate of incorporation, bylaws or comparable organizational documents Incorporation and the Bylaws of each Subsidiary of its SubsidiariesCompany, each as amended to date. Such organizational documents are in full force and effectthe date hereof, and no such Subsidiary is in violation of any provision thereinhave been delivered to Parent. (bii) The Company owns beneficiallyconducts its insurance operations through certain of the Subsidiaries listed and identified as such on Disclosure Schedule 3.1(b)(ii)(A) (collectively, the “Company Insurance Subsidiaries”). Each of the Company Insurance Subsidiaries is, where required, (A) duly licensed or authorized as an insurance company in its jurisdiction of incorporation, (B) duly licensed or authorized as an insurance company in each other jurisdiction where it is required to be so licensed, authorized or eligible, and (C) duly authorized or eligible in its jurisdiction of incorporation and each other applicable jurisdiction to write each line of business reported as being written in the Company Statutory Financial Statements. Company has made all required filings under applicable insurance holding company statutes. Company conducts its lender services operations through certain of the Subsidiaries listed and identified as such on Disclosure Schedule 3.1(b)(ii)(B) (collectively, the “Company Lender Services Subsidiaries”). Each of the Company Lender Services Subsidiaries is, where required, (i) duly licensed or authorized to provide its services in its jurisdiction of incorporation and (ii) duly licensed or authorized to provide its services in each other jurisdiction where it is required to be so licensed, authorized or eligible. Company has made all required filings under applicable statutes that concern the lender services provided by each Company Lender Services Subsidiary. (iii) All of the outstanding shares of capital stock of, or other ownership interest in, each Subsidiary of Company has been validly issued and is fully paid and nonassessable. All of the outstanding capital stock of, or other ownership interest, which is owned, directly or indirectly, all by Company, in each of its Subsidiaries is owned free and clear of any lien and free of any other limitation or restriction (including any limitation or restriction on the issued and outstanding right to vote, sell or otherwise dispose of such capital stock or other ownership interests). There are no outstanding (A) securities of each such Subsidiary and, except as set forth in the Schedule Company or any of Exceptions, does not own an equity interest in any other corporation, partnership its Subsidiaries convertible into or entity, other than in such Subsidiaries. Each outstanding share exchangeable or exercisable for shares of capital stock or other voting securities or ownership interests in any of each such Subsidiary is duly authorizedits Subsidiaries, validly issued(B) options, fully paid and nonassessable (or the foreign equivalent for foreign Subsidiaries) and each such share warrants or other equity interest owned by the rights to acquire from Company or one any of its Subsidiaries, and no other obligation of Company or any of its Subsidiaries is free to issue, any capital stock, voting securities or other ownership interests in, or any securities convertible into or exchangeable or exercisable for any capital stock, voting securities or ownership interests in, any of its Subsidiaries or (C) obligations of Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any outstanding securities of any of its Subsidiaries or any capital stock of, or other ownership interests in, any of its Subsidiaries. (iv) The minute books of each Subsidiary of Company contain complete and clear accurate records in all material respects of all security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on the Company's or such other Subsidiary's voting rights, charges meetings and other encumbrances corporate actions held or taken by their respective shareholders and Boards of any nature whatsoeverDirectors (including all committees thereof). True and correct copies of the minute books of each Subsidiary of Company have been delivered to Parent.

Subsidiaries. (a) The Schedule Each Subsidiary of Exceptions sets forth the name Company (individually, a “Company Subsidiary” and state or jurisdiction of incorporation of each of its collectively, the “Company Subsidiaries. Each of such Subsidiaries (i”) is a corporation duly incorporated or a limited liability company, partnership or other business entity duly organized, organized and is validly existing and and, as applicable, in good standing under the laws Laws of the jurisdiction of its incorporation or organization, except where the failure to be so organized or existing would not, individually or in the aggregate, have a Material Adverse Effect. Each Company Subsidiary (iii) has full all requisite corporate or other power and authority and all necessary government approvals to own, lease and operate its properties and assets and to conduct carry on its business as presently now being conducted and (iiiii) is duly licensed or qualified or licensed to do business as a foreign corporation and is in good standing in each jurisdiction where in which the character nature of the properties owned, leased or operated business conducted by it or the nature character or location of its business makes the properties and assets owned or leased by it make such licensing or qualification or licensing necessary necessary, except where failure to have such power and authority, or to be so licensed, qualified or licensed would not havein good standing, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. The Company has furnished Effect or made available to prevent, materially impair, or materially delay the Company true and complete copies of from consummating the certificate of incorporation, bylaws or comparable organizational documents of each of its Subsidiaries, each as amended to date. Such organizational documents are in full force and effect, and no such Subsidiary is in violation of any provision thereinMerger. (b) The Company owns beneficiallyis, directly or indirectly, the record holder and Beneficial Owner of all of the issued and outstanding capital stock or other securities Securities of each such Subsidiary andCompany Subsidiary, except as set forth in the Schedule free and clear of Exceptions, does not own an equity interest in any Liens (other than Permitted Liens) and free of any other corporationlimitation or restriction, partnership including any limitation or entityrestriction on the right to vote, sell, transfer or otherwise dispose of the Securities, other than in such Subsidiarieslimitations or restrictions on transfer arising under applicable securities Laws. Each outstanding share All of capital stock or other securities of each such Subsidiary is duly authorized, validly issued, fully paid and nonassessable (or the foreign equivalent for foreign Subsidiaries) and each such share or other equity interest Securities so owned by the Company or one of its Subsidiaries is free have been duly authorized and clear of all security interestsvalidly issued and are fully paid and nonassessable, liens, claims, pledges, options, rights of first refusal, agreements, limitations on the Company's or and no such other Subsidiary's voting rights, charges and other encumbrances shares have been issued in violation of any nature whatsoeverpreemptive or similar rights by which the Company or any Company Subsidiary is bound. Except for the Securities of the Company Subsidiaries, the Securities of each UBBP Company set forth in Section 4.22 of the Company Disclosure Letter, the Securities of any Subsidiary of the UBBP Companies, and short-term marketable Securities acquired in the ordinary course of business consistent with past practices, the Company does not own, directly or indirectly, any Securities or other ownership interests in any Person or any Indebtedness of any Person.

Subsidiaries. (a) The Schedule of Exceptions 4.5 sets forth the name and state or jurisdiction of incorporation of each of its SubsidiariesSubsidiary and, with respect to each such listed Subsidiary, the jurisdiction in which it is organized, and the jurisdictions, if any, in which it is qualified to do business. Each of such Subsidiaries (i) Subsidiary is a corporation or other business entity duly organized, validly existing and in good standing under the laws of the jurisdiction Laws of its organizationjurisdiction and is duly qualified or authorized to do business as a foreign entity and is in good standing under the Laws of each jurisdiction in which the conduct of its business or the ownership of its properties requires such qualification or authorization, (ii) except where the failure to be so qualified, authorized or in good standing would not be materially adverse to the Company and the Subsidiaries. Each Subsidiary has full corporate all requisite power and authority and all necessary government approvals to own, lease and operate its properties and assets and to conduct carry on its business as presently conducted and (iii) is duly qualified or licensed to do business as a foreign corporation and is in good standing in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its business makes such qualification or licensing necessary except where failure to be so qualified or licensed would not have, individually or in the aggregate, a Material Adverse Effectnow conducted. The Company has furnished or made available to the Company true and complete copies of the certificate of incorporation, bylaws or comparable organizational documents of each of its Subsidiaries, each as amended to date. Such organizational documents are in full force and effect, and no such Subsidiary is in violation of any provision therein. (b) The Company owns beneficially, directly or indirectly, all All of the issued and outstanding capital stock or other securities equity interests of each such the Subsidiaries (the “Subsidiary and, except Interests”) are held beneficially and of record by the Company as set forth in the on Schedule 4.5, free and clear of Exceptions, does not own an equity interest in any other corporation, partnership or entity, and all Liens other than restrictions imposed thereon by applicable securities Laws and any Liens securing the Company Indebtedness (which Liens shall be subject to pending Lien releases as of the Closing). None of the issued Subsidiary Interests were issued in such Subsidiaries. Each outstanding share violation of capital stock any purchase or other securities call option, right of each such Subsidiary is first refusal, subscription right, preemptive right or any similar rights, and are otherwise duly authorized, validly issued, fully paid and nonassessable (non-assessable. There is no existing option, warrant, call, right or Contract requiring, and there are no convertible securities of any Subsidiary outstanding which upon conversion would require, the foreign equivalent for foreign Subsidiaries) and each such share issuance of any other equity interests of any Subsidiary or other securities convertible into equity interest owned by interests of any Subsidiary. Except as set forth on Schedule 4.5, neither the Company or one nor any of its Subsidiaries is free owns, directly or indirectly, any equity securities of any Person other than the Subsidiaries. The Buyer has been furnished with true, correct and clear complete copies of all security interests, liens, claims, pledges, options, rights the Organizational Documents of first refusal, agreements, limitations each Subsidiary as amended and in effect on the Company's or such other Subsidiary's voting rights, charges date of this Agreement and other encumbrances no Subsidiary is in breach of any nature whatsoeverof its Organizational Documents.

Subsidiaries. (a) The Schedule Exhibit J correctly sets forth, as of Exceptions sets forth the name last day of the most recent fiscal quarter of Borrower, the names and state or jurisdiction jurisdictions of incorporation or formation of all Subsidiaries, Homebuilding Joint Ventures, and other entities in which Borrower has a direct or indirect ownership interest (but excluding publicly-traded Persons in which Borrower, directly or indirectly, holds less than a five percent (5%) ownership interest). Except as described in Exhibit J, as of the end of the most recent fiscal quarter of Borrower, excluding publicly-traded Persons in which Borrower, directly or indirectly, holds less than a five percent (5%) ownership interest, Borrower does not own any capital stock or ownership interest in any Person other than its Subsidiaries and Homebuilding Joint Ventures. All outstanding shares of capital stock or ownership interests, as the case may be, of each of its Subsidiaries. Each of such Subsidiaries Subsidiary (other than an Excluded Subsidiary) and Homebuilding Joint Venture that are owned by Borrower or any Subsidiary are (i) owned of record and beneficially by Borrower and/or by one (1) or more Subsidiaries, free and clear of all material liens, claims, encumbrances, and rights of others, and are (ii) duly authorized, validly issued, fully paid, nonassessable (except for capital calls or contribution requirements in connection with ownership interests in Homebuilding Joint Ventures), and issued in compliance with all applicable state and federal securities and other Laws, except where the failure to comply could not reasonably be expected to have a Material Adverse Effect. Borrower may update Exhibit J from time to time by sending written notice to Administrative Agent. (b) Each Subsidiary (other than an Excluded Subsidiary) is a corporation corporation, partnership, or other business entity limited liability company duly organizedincorporated or formed, validly existing existing, and in good standing under the laws of the its respective jurisdiction of its organizationincorporation or formation, (ii) has full corporate power and authority and all necessary government approvals to own, lease and operate its properties and assets and to conduct its business as presently conducted and (iii) is duly qualified or licensed to do business as a foreign corporation as, and is in good standing as, a foreign corporation, partnership, or limited liability company in each jurisdiction where in which the character of the properties owned, leased or operated by it or the nature conduct of its business or the ownership or leasing of its properties makes such qualification or licensing necessary (except where the failure to be so qualified or licensed would could not have, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company ), and has furnished all requisite power and authority to conduct its business and to own and lease its properties. (c) Each Subsidiary (other than an Excluded Subsidiary) is in compliance with all Laws and other requirements applicable to its business and has obtained all authorizations, consents, approvals, orders, licenses, permits, and exemptions from, and has accomplished all filings, registrations, or made available qualifications with, any Governmental Authority that is necessary for the transaction of its business, in each case except where the failure to do so could not reasonably be expected to have a Material Adverse Effect and except for consents, approvals, orders, licenses, permits, and exemptions relating to the Company true and complete copies of the certificate of incorporationdevelopment, bylaws or comparable organizational documents of each of its Subsidiaries, each as amended to date. Such organizational documents are in full force and effectconstruction, and no sale of real property that each such Subsidiary is in violation the process of any provision therein. (b) The Company owns beneficially, directly obtaining or indirectly, all of the issued and outstanding capital stock or other securities of each such Subsidiary and, except as set forth intends to obtain in the Schedule ordinary course of Exceptions, does not own an equity interest in any other corporation, partnership or entity, other than in such Subsidiaries. Each outstanding share of capital stock or other securities of each such Subsidiary is duly authorized, validly issued, fully paid and nonassessable (or the foreign equivalent for foreign Subsidiaries) and each such share or other equity interest owned by the Company or one of its Subsidiaries is free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on the Company's or such other Subsidiary's voting rights, charges and other encumbrances of any nature whatsoeverbusiness.

Subsidiaries. (ai) The Schedule Corporation has no Subsidiaries other than Nicaza SA, Minera Caza SA de CV and Minera Canarc de Mexico SA de CV (collectively with the Corporation, the “Caza Group”) and the Corporation directly owns 100% of Exceptions sets forth the name and state or jurisdiction of incorporation outstanding securities of each of its such Subsidiaries. Each of such Subsidiaries (i) is a corporation Nicaza SA and Minera Canarc de Mexico SA de CV are inactive and have no assets or other business entity duly organized, validly existing and in good standing under the laws liabilities. All of the jurisdiction of its organization, (ii) has full corporate power and authority outstanding shares and all necessary government approvals to own, lease and operate its properties and assets and to conduct its business as presently conducted and (iii) is duly qualified or licensed to do business as a foreign corporation and is other ownership interests in good standing in each jurisdiction where the character Subsidiaries of the properties owned, leased or operated by it or the nature of its business makes such qualification or licensing necessary except where failure to be so qualified or licensed would not have, individually or in the aggregate, a Material Adverse Effect. The Company has furnished or made available to the Company true and complete copies of the certificate of incorporation, bylaws or comparable organizational documents of each of its Subsidiaries, each as amended to date. Such organizational documents Corporation are in full force and effect, and no such Subsidiary is in violation of any provision therein. (b) The Company owns beneficially, directly or indirectly, all of the issued and outstanding capital stock or other securities of each such Subsidiary and, except as set forth in the Schedule of Exceptions, does not own an equity interest in any other corporation, partnership or entity, other than in such Subsidiaries. Each outstanding share of capital stock or other securities of each such Subsidiary is duly authorized, validly issued, fully paid and nonassessable (non-assessable, and all such shares and other ownership interests held directly or indirectly by the foreign equivalent for foreign Subsidiaries) and each such share or other equity interest Corporation, are owned by the Company or one of its Subsidiaries is Corporation free and clear of all security interestsLiens, liensexcept pursuant to restrictions on transfer contained in the articles of such Subsidiary. There are no outstanding contractual or other obligations of any member of the Caza Group to repurchase, claimsredeem or otherwise acquire any of their respective securities or with respect to the voting or disposition of any outstanding securities of any of them. (ii) There are no outstanding bonds, pledgesdebentures or other evidences of indebtedness of any member of the Caza Group having the right to vote (or that are convertible for or exercisable into securities having the right to vote) with the holders of outstanding securities on any matter. No member of the Caza Group has any obligation to repurchase, options, rights of first refusal, agreements, limitations redeem (except on the Company's exercise of retraction rights in the discretion of the holder in accordance with the terms of outstanding securities) or such other Subsidiary's otherwise acquire any of its outstanding securities or with respect to the voting rights, charges and other encumbrances or disposition of any nature whatsoeveroutstanding securities of any member of the Caza Group. No holder of securities issued by any member of the Caza Group has any right to compel the Corporation to register or otherwise qualify securities for public sale in Canada or the United States or elsewhere.

Subsidiaries. (a) The Schedule Each Subsidiary of Exceptions sets forth the name and state Company is an entity duly incorporated or jurisdiction of incorporation of each of its Subsidiaries. Each of such Subsidiaries (i) is a corporation or other business entity otherwise duly organized, validly existing and (where applicable or recognized) in good standing under the laws of the its jurisdiction of its incorporation or organization, (ii) except where the failure to be so incorporated, organized, existing or in good standing would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Each Subsidiary of the Company has full corporate power and authority all corporate, limited liability company or comparable powers and all necessary government approvals Governmental Authorizations required to own, lease and operate its properties and assets and to conduct carry on its business as presently conducted and (iii) now conducted, except for those powers or Governmental Authorizations the absence of which would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Each such Subsidiary is duly qualified or licensed to do business as a foreign corporation entity and is in good standing in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its business makes such qualification or licensing necessary is necessary, except for those jurisdictions where failure to be so qualified or licensed would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company has furnished or made available to Section 4.06(a) of the Company true Disclosure Letter sets forth a complete and complete copies accurate list as of the certificate of incorporation, bylaws or comparable organizational documents date hereof of each Significant Subsidiary (for the avoidance of doubt, Section 4.06(a) of the Company Disclosure Letter also sets forth additional wholly owned Subsidiaries which are not Significant Subsidiaries) of the Company and its Subsidiaries, each as amended to date. Such organizational documents are in full force and effect, and no such Subsidiary is in violation jurisdiction of any provision thereinorganization. (b) The All of the outstanding capital stock or other voting securities of or other ownership interests in each Subsidiary of the Company owns beneficiallyare owned by the Company, directly or indirectly, all free and clear of any Lien and free of any other limitation or restriction except for Permitted Liens, transfer restrictions of general applicability as may be provided under the issued and outstanding 1933 Act or other applicable securities Laws (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other voting securities or other ownership interests) and a de minimis amount of shares or other equity interests held by third parties as required under local law or regulation. There are no issued, reserved for issuance or outstanding (i) securities of each such Subsidiary andthe Company or any of its Subsidiaries convertible into, except as set forth in the Schedule of Exceptionsor exchangeable for, does not own an equity interest in any other corporation, partnership or entity, other than in such Subsidiaries. Each outstanding share shares of capital stock or other voting securities of each such Subsidiary is duly authorized, validly issued, fully paid and nonassessable (or the foreign equivalent for foreign Subsidiaries) and each such share or other equity interest owned ownership interests in any Subsidiary of the Company, (ii) warrants, calls, options or other rights to acquire from the Company or any of its Subsidiaries, or other obligations of the Company or any of its Subsidiaries to issue, any shares of capital stock or other voting securities of or other ownership interests in or any securities convertible into, or exchangeable for, any shares of capital stock or other voting securities of or other ownership interests in any Subsidiary of the Company or (iii) restricted shares, stock appreciation rights, performance units, contingent value rights, “phantom” stock or similar securities or rights issued or granted by the Company or one any of its Subsidiaries is free and clear of all security intereststhat are derivative of, liensor provide economic benefits based, claimsdirectly or indirectly, pledges, options, rights of first refusal, agreements, limitations on the Company's value or such price of, any capital stock or other Subsidiary's voting rightssecurities of or other ownership interests in any Subsidiary of the Company (the items in clauses (i) through (iii) being referred to collectively as the “Company Subsidiary Securities”). There are no outstanding obligations of the Company or any of its Subsidiaries to repurchase, charges and other encumbrances redeem or otherwise acquire any of any nature whatsoeverthe Company Subsidiary Securities.

Subsidiaries. (a) The Schedule Each Subsidiary of Exceptions sets forth the name and state Company has been duly organized or jurisdiction of incorporation of each of its Subsidiaries. Each of such Subsidiaries (i) incorporated, as applicable, is a corporation or other business entity duly organized, validly existing and (where applicable) in good standing (where such concept is recognized under applicable Law) under the laws of the its jurisdiction of its organizationorganization or incorporation, (ii) and has full corporate power and authority and all necessary government approvals organizational powers to own, lease and operate its properties and assets and to conduct carry on its business in the places and in the manner as presently conducted and (iii) now conducted. Each Subsidiary of the Company is duly qualified or licensed to do business as a foreign corporation and is in good standing (where such concept is recognized under applicable Law) in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its business makes such qualification or licensing necessary is necessary, except for those jurisdictions where the failure to be so qualified or licensed has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company has furnished or made available to Schedule 3.06(a) of the Company Disclosure Letter sets forth a true and complete copies list of the certificate Subsidiaries of the Company, indicating for each such Subsidiary its respective jurisdiction of organization or incorporation, bylaws or comparable organizational documents of each as the case may be, the name of its Subsidiariesdirectors and officers, each as amended to date. Such organizational documents are in full force the Company Subsidiary Securities issued and effect, outstanding and no such the Company Subsidiary is in violation of any provision thereinSecurities held by the Company. (b) The All of the outstanding shares, capital stock or other voting securities of, or ownership interests in, each Subsidiary of the Company owns beneficiallyhave been duly authorized and validly issued, are fully paid and non-assessable and free of preemptive rights and are owned beneficially and legally, and solely, by the Company, directly or indirectly, all free and clear of any Lien and free of any other limitation or restriction, including any restriction on the issued and outstanding right to vote, sell or otherwise dispose of such share, capital stock or other voting securities of each such Subsidiary and, except or ownership interests (other than transfer restrictions arising under any applicable securities Laws or as set forth in the Schedule organizational documents of Exceptions, does not own an equity interest in any other corporation, partnership or entity, other than in such Subsidiaries). Each There are no issued, reserved for issuance or outstanding share (i) shares of capital stock or other voting securities of, or ownership interests in, any Subsidiary of the Company, (ii) securities of each such Subsidiary is duly authorized, validly issued, fully paid and nonassessable (or the foreign equivalent for foreign Subsidiaries) and each such share or other equity interest owned by the Company or one any of its Subsidiaries is free and clear convertible into, or exchangeable or exercisable for, shares of all security interestscapital stock or other voting securities of, liensor ownership interests in, claimsany Subsidiary of the Company, pledges(iii) warrants, optionsputs, calls, subscriptions, options or other rights to acquire from the Company or any of first refusalits Subsidiaries any capital stock or other voting securities of, agreementsor ownership interests in, limitations any Subsidiary of the Company, or any securities convertible into, or exchangeable or exercisable for, any capital stock or other voting securities of, or ownership interests in, any Subsidiary of the Company, (iv) other obligations, agreements or commitments of the Company or any of its Subsidiaries to issue, transfer or sell, or make any payment with respect to, any shares, capital stock or other voting securities of, or ownership interests in, any Subsidiary of the Company, or any securities convertible into, or exchangeable or exercisable for, any shares, capital stock or other voting securities of, or ownership or economic interests in, any Subsidiary of the Company, or any warrants, puts, calls, subscriptions, options or other rights to acquire from the Company or any of its Subsidiaries any capital stock or other voting securities of, or ownership interests in, any Subsidiary of the Company, or any securities convertible into, or exchangeable or exercisable for, any capital stock or other voting securities of, or ownership interests in, any Subsidiary of the Company or (v) restricted shares, restricted stock units, stock appreciation rights, performance units, contingent value rights, “phantom” stock or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any share, capital stock or other voting security of, or ownership interest in, any Subsidiary of the Company (the items in clauses (i) through (v) being referred to collectively as the “Company Subsidiary Securities”). There are no outstanding obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any of the Company Subsidiary Securities. (c) Except for the shares of capital stock or other voting securities of, or ownership interests in, its Subsidiaries, the Company does not own, directly or indirectly, any shares of capital stock or other voting securities of, or membership, partnership, joint venture or other ownership or investment interests (whether equity or debt, including any agreement or commitment convertible or exercisable into, or exchangeable for, any equity interests) in, any Person. No dividends or distributions have been declared, made or paid by any Subsidiary of the Company other than to the Company or to another Subsidiary of the Company's or such other Subsidiary's voting rights, charges . No Company Subsidiary Securities have been issued and other encumbrances no transfer of any nature whatsoeversuch shares has been registered (where applicable), except in accordance with all applicable Laws and the organizational documents of the relevant Subsidiary of the Company in all material respects, and all transfers have been duly stamped (where applicable) in all material respects.

Subsidiaries. The Company has Previously Disclosed a list of all its Subsidiaries, including the states in which such Subsidiaries are organized, a brief description of such Subsidiaries' principal activities, and if any of such Subsidiaries is not wholly owned by the Company or one of its Subsidiaries, the percentage owned by the Company or any such Subsidiary and the names, addresses and percentage ownership by any other person. No equity securities of any of the Company's Subsidiaries are or may become required to be issued, transferred or otherwise disposed of (aother than to the Company or a wholly owned Subsidiary of the Company) The Schedule by reason of Exceptions sets forth any Rights with respect thereto. There are no Contracts by which any of the name Company's Subsidiaries is or may be bound to sell or otherwise issue any shares of its capital stock, and state there are no Contracts relating to the rights or jurisdiction obligations of incorporation the Company to vote or to dispose of such shares. All of the shares of capital stock of each of its Subsidiariesthe Company's Subsidiaries are fully paid and nonassessable and subject to no subscriptive or preemptive rights or Rights and, except as Previously Disclosed, are owned by the Company or a Company Subsidiary free and clear of any Liens. Each of such the Company's Subsidiaries (i) is a corporation or other business entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (ii) has full corporate power in which it is organized and authority and all necessary government approvals to own, lease and operate its properties and assets and to conduct its business as presently conducted and (iii) is duly qualified or licensed to do business as a foreign corporation and is in good standing in each jurisdiction where the character its ownership or leasing of the properties owned, leased or operated by it property or the nature conduct of its business makes such qualification or licensing necessary except where failure requires it to be so qualified or licensed would not have, individually or in the aggregate, a Material Adverse Effect. The Company has furnished or made available to the Company true and complete copies of the certificate of incorporation, bylaws or comparable organizational documents of each of its Subsidiaries, each as amended to date. Such organizational documents are in full force and effect, and no such Subsidiary is in violation of any provision thereinqualified. (b) The Company owns beneficially, directly or indirectly, all of the issued and outstanding capital stock or other securities of each such Subsidiary and, except as set forth in the Schedule of Exceptions, does not own an equity interest in any other corporation, partnership or entity, other than in such Subsidiaries. Each outstanding share of capital stock or other securities of each such Subsidiary is duly authorized, validly issued, fully paid and nonassessable (or the foreign equivalent for foreign Subsidiaries) and each such share or other equity interest owned by the Company or one of its Subsidiaries is free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on the Company's or such other Subsidiary's voting rights, charges and other encumbrances of any nature whatsoever.

Subsidiaries. The subsidiaries set forth on Schedule 4 (a) The Schedule collectively, the “Subsidiaries”), are the Company’s only significant subsidiaries (as such term is defined in Rule 1-02 of Exceptions sets forth Regulation S-X promulgated by the name and state or jurisdiction of incorporation of each of its SubsidiariesCommission). Each Subsidiary of such Subsidiaries (i) the Company has been duly incorporated and is a corporation or other business entity duly organized, validly existing and as a corporation, limited liability company, trust company, statutory business trust or bank in good standing under the laws of the jurisdiction of its organization, (ii) incorporation and has full the corporate power and authority and all necessary government approvals to own, lease and operate its properties and assets and to conduct its business as presently conducted described in the Registration Statement and (iii) the Prospectus and, in the case of the Bank, to enter into and perform its obligations under this Agreement; each Subsidiary of the Company is duly qualified or licensed to do business as a foreign corporation to transact business and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the character of the properties owned, leased or operated by it or the nature of its business makes such qualification or licensing necessary except where failure to so qualify, or be so qualified or licensed in good standing, would not havenot, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The Company has furnished or made available to the Company true and complete copies of the certificate of incorporation, bylaws or comparable organizational documents of each of its Subsidiaries, each as amended to date. Such organizational documents are in full force and effect, and no such Subsidiary is in violation of any provision therein. (b) The Company owns beneficially, directly or indirectly, ; all of the issued and outstanding capital stock or other securities equity interests of each such Subsidiary andhas been duly authorized and validly issued, except as set forth in is fully paid and nonassessable and is owned by the Schedule Company, directly or through subsidiaries; the Company owns, directly or through subsidiaries, the issued and outstanding capital stock or other equity interest of Exceptionseach Subsidiary free and clear of any security interest, mortgage, pledge, lien, encumbrance or claim; the Company does not own an equity interest in or control, directly or indirectly, any other corporation, partnership association or entity, other entity other than in such Subsidiaries. Each the Bank, Bancorp Card Services, Inc., The Bancorp Capital Trust II, a Delaware statutory trust, The Bancorp Capital Trust III, a Delaware statutory trust, TBBK Acquisitions I, LLC, Transact Payments Limited, Transact Payment Services Group Limited, Transact Payment Services Limited, UK and Transact Payment Services Group – Bulgaria EOOD; none of the outstanding share shares of capital stock or other securities of each such Subsidiary is duly authorized, validly issued, fully paid and nonassessable (or the foreign equivalent for foreign Subsidiaries) and each such share or other equity interest owned of any Subsidiary was issued in violation of the preemptive or similar rights of any security holder or equity holder of such Subsidiary; the subsidiaries of the Bank are permitted to be subsidiaries of a national banking association and the deposit accounts of the Bank are insured up to the applicable limits by the Company or one of its Subsidiaries is free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on Federal Deposit Insurance Corporation (the Company's or such other Subsidiary's voting rights, charges and other encumbrances of any nature whatsoever“FDIC”).

Subsidiaries. Schedule 7.14 sets forth a true and completed list of all Subsidiaries as of the Amendment No. 34 Effective Date (as updated from time to time pursuant to Section 8.01(d)) and includes a designation as to whether such Subsidiary is a Guarantor. (a) The Schedule of Exceptions sets forth the name and state or jurisdiction of incorporation of each of its Subsidiaries. Each of such Subsidiaries Except as could not reasonably be expected to have a Material Adverse Effect, (i) is a corporation or other business entity duly organized, validly existing all leases and in good standing under agreements necessary for the laws conduct of the jurisdiction business of its organizationthe Company and the Subsidiaries are valid and subsisting, in full force and effect, and (ii) has full corporate power there exists no default or event or circumstance which with the giving of notice or the passage of time or both would give rise to a default under any such leases or agreements. (b) The rights and authority and all necessary government approvals to own, lease and operate its properties and assets and to conduct its business as Properties presently conducted and (iii) is duly qualified or licensed to do business as a foreign corporation and is in good standing in each jurisdiction where the character of the properties owned, leased or operated licensed by it or the nature Company and the Subsidiaries including, without limitation, all easements and rights of way, include all rights and Properties necessary to permit the Company and the Subsidiaries to conduct their business in all material respects in the same manner as its business makes such qualification or licensing necessary has been conducted prior to the date hereof, except where to the extent that the failure to include any such rights could not reasonably be so qualified or licensed would not haveexpected to result in a Material Adverse Effect. (c) All of the Properties of the Company and the Subsidiaries which are reasonably necessary for the operation of their businesses are in good working condition and are maintained in accordance with prudent business standards, except for any such failure to maintain such Properties, individually or in the aggregate, that could not reasonably be expected to result in a Material Adverse Effect. (d) The Company and each Subsidiary owns, or is licensed to use, all trademarks, tradenames, copyrights, patents and other intellectual Property material to its business, and the use thereof by the Company and such Subsidiary does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. The Company has furnished and its Subsidiaries either own or made available have valid licenses or other rights to use all databases, geological data, geophysical data, engineering data, seismic data, maps, interpretations and other technical information used in their businesses as presently conducted, subject to the Company true and complete copies limitations contained in the agreements governing the use of the certificate of incorporationsame, bylaws or comparable organizational documents of each of its Subsidiaries, each as amended to date. Such organizational documents which limitations are customary for companies engaged in full force and effect, and no such Subsidiary is in violation of any provision therein. (b) The Company owns beneficially, directly or indirectly, all the business of the issued exploration and outstanding capital stock or other securities production of each Hydrocarbons, with such Subsidiary and, except exceptions as set forth in the Schedule of Exceptions, does could not own an equity interest in any other corporation, partnership or entity, other than in such Subsidiaries. Each outstanding share of capital stock or other securities of each such Subsidiary is duly authorized, validly issued, fully paid and nonassessable (or the foreign equivalent for foreign Subsidiaries) and each such share or other equity interest owned by the Company or one of its Subsidiaries is free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on the Company's or such other Subsidiary's voting rights, charges and other encumbrances of any nature whatsoeverreasonably be expected to have a Material Adverse Effect.

Subsidiaries. (a) The Schedule Section 5.5(a) of Exceptions the Company Disclosure Letter sets forth the for each Subsidiary of Panadero Aggregates (i) its name and state or (ii) its jurisdiction of incorporation organization. Panadero Aggregates has no Subsidiaries other than those Subsidiaries set forth in Section 5.5(a) of the Company Disclosure Letter. Panadero Aggregates is the sole direct or indirect beneficial and record owner of the outstanding shares of capital stock or other equity interests in each of its Subsidiaries, except as set forth in Section 5.5(a) of the Company Disclosure Letter. Each of such Subsidiaries (i) Subsidiary is a corporation or other business entity duly organized, organized and validly existing and in good standing under the laws of the jurisdiction of its organization, (ii) has full corporate power incorporation or organization and authority and all necessary government approvals to own, lease and operate its properties and assets and to conduct its business as presently conducted and (iii) is duly qualified or licensed authorized to do business as a foreign corporation Person and is in good standing in under the laws of each jurisdiction where in which the character of the properties owned, leased or operated by it or the nature conduct of its business makes or the ownership of its properties requires such qualification or licensing necessary authorization, except where the failure to be so qualified qualified, authorized or licensed in good standing would not have, individually or in the aggregate, a Material Adverse Effect. The Company has furnished or made available to the Company true and complete copies of the certificate of incorporation, bylaws or comparable organizational documents of each of its Subsidiaries, each as amended to date. Such organizational documents are in full force and effect, and no Each such Subsidiary is in violation of any provision thereinhas all requisite limited liability company, corporate or other power and authority to own, lease and operate its properties and carry on its business as now conducted. (b) The Company owns beneficially, directly or indirectly, all of the issued and outstanding capital stock or other securities equity interests of each such Subsidiary andof Panadero Aggregates are validly issued, fully paid and non-assessable, and are owned free and clear of any and all Liens (other than Permitted Exceptions), except as set forth in Section 5.5(b) of the Schedule Company Disclosure Letter. There is no (i) existing option, warrant, call, right or Contract relating to, and there are no convertible securities of Exceptionsany such Subsidiary outstanding which upon conversion would require, does not own an the issuance of any equity interest in interests of any other corporation, partnership or entity, other than in such Subsidiaries. Each outstanding share of capital stock Subsidiary or other securities convertible into equity interests of each any such Subsidiary, (ii) outstanding obligation, contingent or otherwise, of any Subsidiary is duly authorizedto repurchase, validly issued, fully paid and nonassessable redeem or otherwise acquire any equity interests of any Subsidiary or (or the foreign equivalent for foreign Subsidiariesiii) and each such share voting trust or other Contract with respect to the voting, redemption, sale transfer or other disposition of the equity interest owned by the Company or one of its Subsidiaries is free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on the Company's or such other Subsidiary's voting rights, charges and other encumbrances interests of any nature whatsoeverSubsidiary.

Subsidiaries. Each of the Company’s direct and indirect subsidiaries (aeach a “Subsidiary” and collectively, the “Subsidiaries”) The has been identified on Schedule of Exceptions sets forth E hereto. Except as otherwise disclosed in the name Registration Statement, the Disclosure Package, and state or jurisdiction of incorporation of each of its Subsidiariesthe Prospectus, there is no entity which the Company indirectly controls through contractual arrangements. Each of such the Subsidiaries (i) has been duly formed, is a corporation or other business entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organizationincorporation or has been duly formed and validly exists under the laws of the jurisdiction of its formation, (ii) has full corporate power and authority and all necessary government approvals (corporate or otherwise) to own, lease and operate own its properties and assets property and to conduct its business as presently conducted described in the Registration Statement, the Disclosure Package, and (iii) the Prospectus, and is duly qualified or licensed to do transact business as a foreign corporation and is in good standing in each jurisdiction where in which the character of the properties owned, leased or operated by it or the nature conduct of its business makes or its ownership or leasing of property requires such qualification or licensing necessary qualification, except where to the extent that the failure to be so qualified or licensed be in good standing would not have, individually or result in the aggregate, a Material Adverse Effect. The Company has furnished or made available to Change on the Company true and complete copies its Subsidiaries, taken as a whole. Except as otherwise disclosed in the Disclosure Package and the Prospectus, all of the certificate equity interests of incorporationeach Subsidiary have been duly and validly authorized and issued, bylaws are owned or comparable controlled directly or indirectly by the Company, are fully paid in accordance with its respective memorandum and articles of association or other charter documents, non-assessable and are free and clear of all liens, encumbrances, equities or claims (“Liens”). None of the outstanding share capital or equity interest in any Subsidiary was issued in violation of preemptive or similar rights of any security holder of such Subsidiary. All of the constitutive, charter or organizational documents of each of the Subsidiaries comply with the requirements of applicable laws of its Subsidiaries, each as amended to date. Such organizational documents jurisdiction of incorporation or organization and are in full force and effect. Apart from the Subsidiaries, and the Company has no such Subsidiary is in violation of direct or indirect subsidiaries or any provision therein. (b) The other company over which it has direct or indirect effective control. Other than the Subsidiaries, the Company owns beneficially, does not directly or indirectly, all indirectly control any entity through contractual arrangements or otherwise such that the entity would be deemed a consolidated affiliated entity whose financial results would be consolidated under IFRS with the financial results of the issued and outstanding capital stock or other securities Company on the consolidated financial statements of each such Subsidiary andthe Company, except as set forth in the Schedule regardless of Exceptions, does not own an equity interest in any other corporation, partnership or entity, other than in such Subsidiaries. Each outstanding share of capital stock or other securities of each such Subsidiary is duly authorized, validly issued, fully paid and nonassessable (or the foreign equivalent for foreign Subsidiaries) and each such share or other equity interest owned by whether the Company directly or one indirectly owns less than a majority of its Subsidiaries is free and clear the equity interests of all security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on the Company's or such other Subsidiary's voting rights, charges and other encumbrances of any nature whatsoeverperson.

Subsidiaries. (a) Except as set forth on the Disclosure Letter, the Borrower does not have any subsidiaries, or any interests, direct or indirect, in any corporation, partnership, joint venture or other business entity. The Schedule of Exceptions sets forth the name and state or jurisdiction of incorporation of Disclosure Letter shows for each of its Subsidiaries. Each of such Subsidiaries subsidiary (i) the respective jurisdictions of their corporation; and (ii) the jurisdictions in which they are qualified to do business as a foreign corporation. (b) Each of the Borrower's Subsidiaries is a corporation or other business entity duly organized, validly existing and in good standing under the laws of the its jurisdiction of its organization, (ii) incorporation and has full all requisite corporate power and authority and all necessary government approvals to own, lease and operate its properties and assets and to conduct carry on its business as presently conducted and (iii) it is now being conducted. Each of the Subsidiaries is duly qualified or licensed to do business as a foreign corporation to do business, and is in good standing standing, in each jurisdiction where the character of the its properties owned, owned or leased or operated by it or the nature of its business activities makes such qualification or licensing necessary necessary, except where the failure to be so qualified or licensed in good standing would not have, individually or in the aggregate, have a Material Adverse EffectEffect on the Borrower. The Company has furnished or made available to the Company true and complete copies All of the certificate of incorporation, bylaws or comparable organizational documents of each of its Subsidiaries, each as amended to date. Such organizational documents are in full force and effect, and no such Subsidiary is in violation of any provision therein. (b) The Company owns beneficially, directly or indirectly, all of the issued and outstanding capital stock or other securities of each such Subsidiary and, except as set forth in the Schedule of Exceptions, does not own an equity interest in any other corporation, partnership or entity, other than in such Subsidiaries. Each outstanding share shares of capital stock or other securities of each such Subsidiary is duly authorized, the Subsidiaries are validly issued, fully paid and nonassessable (or and, other than directors' qualifying shares in the foreign equivalent for case of foreign Subsidiaries) and each such share or other equity interest , are owned by the Company Borrower or one by a wholly owned Subsidiary of its Subsidiaries is the Borrower free and clear of all security interestsLiens except for the Lien in favor of Finova, liensand there are no irrevocable proxies with respect to such shares. Except as set forth in the Disclosure Letter and except for the capital stock of its Subsidiaries, claimsthe Borrower does not own, pledgesdirectly or indirectly, optionsany capital stock or other ownership interest in any corporation, rights partnership, joint venture, limited liability company or other entity which is material to the business of first refusalthe Borrower and its Subsidiaries, agreements, limitations taken as a whole. There are no material restrictions on the Company's or such other Subsidiary's voting rights, charges and other encumbrances Borrower to vote the stock of any nature whatsoeverof its Subsidiaries.