Organization and Qualification. The Company is duly organized, validly existing and, as of the Closing Date, in good standing under the laws of the State of Delaware and has full power and authority to own the assets owned by it and conduct its business as and where it is being conducted by it. The Company is duly licensed or qualified to do business, and is in good standing as a foreign entity, in all jurisdictions in which its assets or the operation of its business makes such licensing or qualification necessary, except where the failure to be so licensed or qualified and in good standing individually or in the aggregate with any such other failures, would not be expected to be material to the Company; without limiting the foregoing, the Company is so licensed or qualified and in good standing in each jurisdiction listed on [Schedule 3.1]. The Company has all requisite power and authority to own, lease or use, as the case may be, its properties and business. Since the Company’s inception, the Company has not been known by or used any corporate, fictitious or other name in the conduct of the Company’s business or in connection with the use or operation of its assets. [Schedule 3.1] lists all current directors and officers of the Company, showing each such Person’s name and position(s).

Section # Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing and, as of the Closing Date,and in good standing under the laws of the State of Delaware and has fullall requisite corporate power and authority to own the assets owned by it and conductcarry on its business as now conducted and where it is being conducted by it.as proposed to be conducted. The Company is duly licensed or qualified to do business,transact business and is in good standing as a foreign entity,corporation or other entity in all jurisdictionseach jurisdiction in which its assetsthe nature of the business conducted or the operation of its businessproperty owned by them makes such licensing or qualification necessary, except where the failure to be so licensed or qualified and in good standingqualify would not, individually or in the aggregate with any such other failures, would not be expected to beaggregate, have a material toadverse effect on the Company; without limiting the foregoing,business, condition (financial or otherwise), earnings, properties or results of operations of the Company is so licensed or qualified and in good standing in each jurisdiction listed on [Schedule 3.1](a “Material Adverse Effect”). The Company has all requisite power and authority to own, lease or use, as the case may be, its properties and business. Since the Company’s inception, the Company has not been known by or used any corporate, fictitious or other name in the conduct of the Company’s business or in connection with the use or operation of its assets. [Schedule 3.1] lists all current directors and officers of the Company, showing each such Person’s name and position(s).

The Company is a corporation duly organized, validly existing and, as of the Closing Date,and in good standing under the laws of the State of Delaware and has full power and authority to own the assets owned by it and conduct its business as and where it is being conducted by it.Delaware. The Company is duly licensed or qualified to do business,business and is in good standing as a foreign entity, in all jurisdictionsthe states where qualification is required due to # the Company’s ownership or lease of real or personal property for use in which its assets or the operation of itsthe Company’s business makes such licensing or qualification necessary, except where# the failure to be so licensednature of the business conducted by the Company. The Company has not at any time owned nor leased any real or qualified and in good standing individuallypersonal property, or in the aggregate withhad any such other failures, would not be expected to be material to the Company; without limiting the foregoing, the Company is so licensedbusiness, operations, obligations or qualified and in good standing in each jurisdiction listed on [Schedule 3.1].liabilities under any assumed or fictitious names. The Company has all requisite powerpower, right and authority to own, operate and lease or use, as the case may be, its properties and business. Since the Company’s inception, the Company has not been known by or used any corporate, fictitious or other name in the conduct of the Company’sassets, and to carry on its business or in connection with the use or operation of its assets. [Schedule 3.1] lists all current directors and officers of the Company, showing each such Person’s name and position(s).as now conducted.

Organization, Good Standing and Qualification. TheAs of the date hereof, the Company is a limited liability company duly organized,formed, validly existing and, as of the Closing Date,and in good standing under the laws of the State of Delaware LLC Act and has fullall requisite limited liability company power and authority to own theown, lease and operate its properties and assets owned by it and conductto carry on its business as presently conducted. As of the date of issuance of shares of Common Stock as a result of the transactions contemplated pursuant to this Agreement, the Company will be a corporation duly incorporated, validly existing and where it is being conducted by it.in good standing under the Delaware General Corporation Law or Maryland General Corporation Law, as the case may be, and will have all requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted. The Company is duly licensed or qualified to do business,business and is in good standing as a foreign entity,limited liability company in all jurisdictions in whicheach jurisdiction where the ownership, leasing or operation of its assets or the operationproperties or conduct of its business makesrequires such licensing or qualification necessary,qualification, except where the failure to be so licensedorganized, qualified or qualified and in such good standingstanding, or to have such power or authority, would not, individually or in the aggregate with any such other failures, would notaggregate, reasonably be expected to be material toprevent, materially restrict or materially impair the Company; without limiting the foregoing,ability of the Company is so licensed or qualified and in good standing in each jurisdiction listed on [Schedule 3.1].to consummate the transactions contemplated hereby. The Company has all requisite powermade available to the ​ a complete and authority to own, lease or use, as the case may be, its properties and business. Since the Company’s inception, the Company has not been known by or used any corporate, fictitious or other name in the conductcorrect copy of the Company’s businessorganizational or in connection with the use or operation of its assets. [Schedule 3.1] lists all current directors and officerscomparable governing documents of the Company, showing each such Person’s name and position(s).as in effect on the date of this Agreement.

Organization. The Company is a corporation duly organized, validly existing and, as of the Closing Date,and in good standing under the laws of the State of DelawareDelaware. The Company and each of its Subsidiaries has fullthe power and authority to own theor lease all of their respective properties and assets owned by it and conductto carry on its respective business as it has been and where it is being conducted by it. Thecurrently conducted. [Section 4.1(a)] of the Company Disclosure Schedule sets forth, as of the Execution Date, each jurisdiction in which the Company or any of its Subsidiaries is duly licensed or qualified to do business, and isthe Company and its Subsidiaries are duly licensed or qualified to do business in good standing as a foreign entity, in all jurisdictionseach jurisdiction in which its assetsthe nature of their respective businesses or the operationcharacter or location of its businessany properties or assets owned or leased by them makes such licensing or qualification necessary, except for those jurisdictions where the failure to be so licensed or qualified and in good standingwould not have, individually or in the aggregate with any such other failures, would not be expected to be material to the Company; without limiting the foregoing, theaggregate, a Company is so licensed or qualified and in good standing in each jurisdiction listed on [Schedule 3.1]. The Company has all requisite power and authority to own, lease or use, as the case may be, its properties and business. Since the Company’s inception, the Company has not been known by or used any corporate, fictitious or other name in the conduct of the Company’s business or in connection with the use or operation of its assets. [Schedule 3.1] lists all current directors and officers of the Company, showing each such Person’s name and position(s).Material Adverse Effect.