Organization and Authority. Each Borrower # is a limited liability company or corporation, duly organized, validly existing and in good standing under the laws of the state in which it is incorporated or otherwise organized; # has all requisite corporate or limited liability company power to carry on its business as now conducted; and # is duly qualified and is authorized to do business as a foreign limited liability company or foreign corporation and is in good standing as an entity in each jurisdiction where such qualification is necessary, except for those jurisdictions where the failure to be qualified, authorized to do business as a foreign limited liability company or foreign corporation or in good standing could not reasonably be expected to have a Material Adverse Effect.

The Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada, and has all requisite power and authority (corporate and other) to own its properties and to carry on its business as now being conducted. The Buyer has full power to execute and deliver this Agreement and the agreements contemplated herein, and to consummate the transactions contemplated hereby and thereby.

Organization and Authority. Sangre is a limited liability company duly organized, validly existing, and in good standing under the Law of the State of Wyoming. Sangre has all requisite limited liability company power and authority to own or lease and operate its properties and assets and to conduct its business as currently conducted.

Organization and Authority. ​ has been duly organized, is validly existing, and is in good standing in the state in which it was formed. ​ has the full right and authority and has obtained any and all consents required to enter into this Agreement and to consummate or cause to be consummated the transactions contemplated hereby. This Agreement has been, and all of the documents to be delivered by ​ at the Closing will be, authorized and executed and constitute, or will constitute, as appropriate, the valid and binding obligation of ​, enforceable in accordance with their terms.

Organization; Authority; Enforceability. Purchaser is duly organized and validly existing under the laws of its jurisdiction of organization. Purchaser has the necessary company power and authority, and has taken all company action necessary, to execute and deliver this Agreement, and all other documents and agreements executed or to be executed by it under or in connection with this Agreement, and to perform its obligations hereunder and thereunder. This Agreement does, and all other documents and agreements to be executed by Purchaser as

Organization and Authority. The individuals executing this Agreement have full authority to enter into this Agreement on the terms and conditions set forth herein. The execution and delivery of this Agreement and performance by the Parties of their respective obligations under this Agreement will not violate or breach any agreement, covenant or obligation binding on either Party. There are no claims by third parties, pending or threatened, that would impair either Party’s ability to perform its obligations under this Agreement.

Organization and Authority. Each of the Company and its subsidiaries is an entity duly incorporated or otherwise organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation, with the requisite power and authority to own and use its properties and assets and to carry on its business in all material respects as is currently conducted. Neither the Company nor any of its subsidiaries is in material violation or default of any of the provisions of its respective certificate or articles of incorporation, bylaws or other organizational or charter documents. Each of the Company and its subsidiaries is duly qualified to conduct business and is in good standing as a foreign corporation or other entity in each jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary and no proceeding has been instituted in any such jurisdiction revoking, limiting or curtailing or seeking to revoke, limit or curtail such power and authority or qualification, except to the extent that the failure to be so qualified and in good standing would not adversely affect the ability of the Company to carry out its obligations under, and to consummate the transactions contemplated by, this Agreement or adversely affect the ability of the Company and its subsidiaries to conduct the business as is currently conducted.

Organization. It is a corporation duly organized, validly existing, and in good standing under the laws of the jurisdiction of its organization, and has all requisite power and authority, corporate or otherwise, to execute, deliver, and perform this Agreement.

Organization. Each Borrower has been duly organized and is validly existing and in good standing pursuant to the laws of the State of Delaware with requisite power and authority to own its properties and to transact the businesses in which it is now engaged. Each Borrower is duly qualified to do business and is in good standing in each jurisdiction where it is required to be so qualified in connection with its properties, businesses and operations. Either a relevant Borrower or relevant Manager possesses all rights, licenses, permits and authorizations, governmental or otherwise, necessary to entitle it to own its properties and to transact the businesses in which it is now engaged, and the sole business of each Borrower is the ownership, management and operation of the Properties in each case, except where the failure would not be expected to result in any Material Adverse Change. The ownership of any Borrower is as set forth on the organizational chart attached hereto as [Schedule 4.1.1]. No Borrower owns, and no Borrower has at any time in the past owned, an equity interest in any other Person, and no Borrower owns, and no Borrower has at any time owned, any real property other than the Properties.

Purchaser is duly organized, validly existing and in good standing under the laws of the State of Michigan. Purchaser has the power and authority to own or lease all of its properties and assets and to carry on its business as it is now being conducted. Purchaser is duly licensed or qualified to do business in each jurisdiction in which the nature of its business or the character or location of any properties or assets owned or leased by it makes such licensing or qualification necessary, except for those jurisdictions where the failure to be so qualified would not have, individually or in the aggregate, a Purchaser Material Adverse Effect.