Incorporation and Good Standing of the Company. The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of Delaware and has all corporate power and authority necessary to own, lease and operate its properties and to conduct its business as it is currently being conducted and as described in the Registration Statement and the Prospectus and to enter into and perform its obligations under this Agreement, and to carry out all the terms and provisions hereof and thereof to be carried out by it. The Company is duly qualified to do business as a foreign corporation and is in good standing under the laws of each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except where the failure to so qualify or be in good standing would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change.

Good Standing of the Company. The Company has beenis a corporation duly incorporated and isincorporated, validly existing as a corporationand in good standing under the laws of the State of Delaware and has all requisite corporate power and authority necessary to own, leaseoperate and operatelease its properties and to conduct its business as it is currently being conducted and as described in the Registration Statement and the Prospectus and to enter into and perform its obligations under this Agreement,assets and to carry out allon its businesses in the terms and provisions hereof and thereof to be carried out by it.same manner as such businesses are now being conducted. The Company is dulynot qualified to do business as a foreign corporation to do business in any other jurisdiction and is in good standing under the laws of each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except where the failurenot required to be so qualify or be in good standing would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change.qualified.

Good Standing of the Company.Standing. The Company has been duly incorporatedorganized and is validly existing as a corporation in good standing under the laws of Delaware and has all corporate power and authority necessary to own, lease and operate its properties and to conduct its business as it is currently being conducted and as described in the Registration Statement and the Prospectus and to enter into and perform its obligations under this Agreement, and to carry out all the terms and provisions hereof and thereof to be carried out by it. The Company is duly qualified to do business as a foreign corporation and is in good standing under the laws of the State of Delaware as of the date hereof, and is duly qualified to do business and is in good standing in each other jurisdiction in which its ownership or lease of property or the conduct of its business or its ownership or leasing of property requires such qualification, except where the failure to so qualify or be in good standing would not, individuallyqualify, singularly or in the aggregate, would not have or reasonably be expected to result in a Material Adverse Change.

The Company has been duly incorporated and is validly existing as a corporation and in good standing under the laws of the State of Delaware and has all corporate power and authority necessary to own, lease and operate its properties and to conduct its business as it is currently being conducted and as described in the Registration Statement and the Prospectus and to enter into and perform its obligations under this Agreement, and to carry out all the terms and provisions hereof and thereof to be carried out by it.Agreement. The Company is duly qualified to do business as a foreign corporation to transact business and is in good standing underin the lawsState of Texas and each other jurisdiction in which the conductsuch qualification is required, whether by reason of its business or itsthe ownership or leasing of property requires such qualification,or the conduct of business, except where the failure to be so qualifyqualified or be in good standing wouldcould not, individually or in the aggregate, reasonably be expected to result in# have a material adverse effect on the condition (financial or otherwise), results of operations, stockholders’ equity, properties or business of the Company and its subsidiaries taken as a whole (“Material Adverse Change.Effect”) or # subject the Company to any material liability or disability. The Company has all corporate power and authority, as applicable, necessary to own or hold its properties and to conduct the businesses in which it is engaged in all material respects as described in the Registration Statement and the Prospectus. Except as described in the Prospectus, all of the issued and outstanding equity interests of the Significant Subsidiary have been duly authorized and validly issued, are fully paid and nonassessable and are owned by the Company free and clear of any security interest, mortgage, pledge, lien, encumbrance or claim.

Organization, Good Standing and Qualification. As of the Company. Thedate hereof, the Company has beenis a limited liability company duly incorporated and isformed, validly existing as a corporationand in good standing under the laws of Delaware LLC Act and has all corporaterequisite limited liability company power and authority necessary to own, lease and operate its properties and assets and to conductcarry on its business as it is currently being conductedpresently 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 in good standing under the Delaware General Corporation Law or Maryland General Corporation Law, as described in the Registration Statementcase may be, and the Prospectuswill have all requisite corporate power and authority to enter intoown, lease and performoperate its obligations under this Agreement,properties and assets and to carry out all the terms and provisions hereof and thereof to be carried out by it.on its business as presently conducted. The Company is duly qualified to do business as a foreign corporation and is in good standing under the laws ofas a foreign limited liability company in each jurisdiction in whichwhere the ownership, leasing or operation of its assets or properties or conduct of its business or its ownership or leasing of property requires such qualification, except where the failure to be so qualifyorganized, qualified or be in such good standingstanding, or to have such power or authority, would not, individually or in the aggregate, reasonably be expected to resultprevent, materially restrict or materially impair the ability of the Company to consummate the transactions contemplated hereby. The Company has made available to the ​ a complete and correct copy of the organizational or comparable governing documents of the Company, as in a Material Adverse Change.effect on the date of this Agreement.

Organization, Good Standing, Corporate Power and Good Standing of the Company.Qualification. The Company has beenis a corporation duly incorporated and isorganized, validly existing as a corporationand in good standing under the laws of Delawarethe State of Incorporation and has all corporate power and corporate authority necessaryrequired # to own, lease and operate its properties and to conductcarry on its business as it is currently beingpresently conducted and as described in the Registration Statementpresently proposed to be conducted and the Prospectus and# to enter intoexecute, deliver and perform its obligations under this Agreement, and to carry out all the terms and provisions hereof and thereof to be carried out by it.Agreement. The Company is duly qualified to dotransact business as a foreign corporation and is in good standing under the laws of each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except where the failure to so qualify or be in good standing would not, individuallyhave a material adverse effect on the business, assets (including intangible assets), liabilities, financial condition, property, or inresults of operations of the aggregate, reasonably be expected to result in a Material Adverse Change.Company.

Section # Organization, Good Standing of the Company.and Qualification. The Company has beenis a corporation duly incorporated and isorganized, validly existing as a corporationand in good standing under the laws of the State of Delaware and has all requisite corporate power and authority necessary to own, lease and operate its properties and to conductcarry on its business as it is currently beingnow conducted and as described in the Registration Statement and the Prospectus and to enter into and perform its obligations under this Agreement, and to carry out all the terms and provisions hereof and thereofproposed to be carried out by it.conducted. The Company is duly qualified to dotransact business as a foreign corporation and is in good standing under the laws ofas a foreign corporation or other entity in each jurisdiction in which the conductnature of itsthe business conducted or its ownership or leasing of property requiresowned by them makes such qualification,qualification necessary, except where the failure to so qualify or be in good standing would not, individually or in the aggregate, reasonably be expected to result inhave a Materialmaterial adverse effect on the business, condition (financial or otherwise), earnings, properties or results of operations of the Company (a “Material Adverse Change.Effect”).

The Company has beenis a corporation duly incorporated and isorganized, validly existing as a corporationand in good standing under the laws of Delaware and has all corporate power and authority necessary to own, lease and operate its properties and to conduct its business as it is currently being conducted and as described in the Registration Statement and the Prospectus and to enter into and perform its obligations under this Agreement, and to carry out all the terms and provisions hereof and thereof to be carried out by it.State of Delaware. The Company is duly qualified to do business as a foreign corporation and is in good standing in the states where qualification is required due to # the Company’s ownership or lease of real or personal property for use in the operation of the Company’s business or # the nature of the business conducted by the Company. The Company has not at any time owned nor leased any real or personal property, or had any business, operations, obligations or liabilities under the laws of each jurisdiction in which the conduct ofany assumed or fictitious names. The Company has all requisite power, right and authority to own, operate and lease its properties and assets, and to carry on its business or its ownership or leasing of property requires such qualification, except where the failure to so qualify or be in good standing would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change.as now conducted.

Enforceability. The Company has beenis a corporation duly incorporated and isorganized, validly existing as a corporationand in good standing under the laws of the State of Delaware and has allfull corporate power and authority necessary to own, leaseown and operateuse its properties and toits assets and conduct its business as itcurrently conducted. The Company is currently being conducted and as describednot in violation of any of the Registration Statementprovisions of its certificate of incorporation, by-laws or other organizational or charter documents, including, but not limited to the Certificate of Incorporation and the Prospectus and to enter into and perform its obligations under this Agreement, and to carry out all the terms and provisions hereof and thereof to be carried out by it.Bylaws (each as defined below). The Company is duly qualified to doconduct business as a foreign corporation and is in good standing under the laws ofas a foreign corporation in each jurisdiction in which the conductnature of itsthe business conducted or its ownership or leasing of property requiresowned by it makes such qualification,qualification necessary, except where the failure to be so qualifyqualified or be in good standingstanding, as the case may be, would not, individually or in the aggregate, reasonably be expected tonot result in a Materialdirect and/or indirect # material adverse effect on the legality, validity or enforceability of the Exchange and/or this Agreement, # material adverse effect on the results of operations, assets, business, condition (financial and other) or prospects of the Company, or # material adverse effect on the Company’s ability to perform on a timely basis its obligations under this Agreement (any of [(i), (ii) or (iii)])])], a “Material Adverse Change.Effect”).

Organization and Good Standing of the Company.Standing. The Company has beenis duly incorporated and isformed, validly existing as a corporationand in good standing under the laws of Delaware andthe state of Delaware. The Company has all corporaterequisite power and authority necessary to own, leaselicense and operate its properties andproperties, to conductcarry on its business as it is currently beingnow conducted and as described in the Registration Statement and the Prospectusproposed to be conducted and to enter intoexecute and deliver this Agreement and to perform its obligations under this Agreement,hereunder and to carry out all the terms and provisions hereof and thereof to be carried out by it. The Company is duly qualified to do business as a foreign corporation and is in good standing under the laws of each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except where the failure to so qualify or be in good standing would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change.thereunder.