Common use of Authority; Conflicts Clause in Contracts

Authority; Conflicts. Other than approval of the Merger by XENO’s stockholders, XENO has the necessary power and authority to execute, deliver and perform this Agreement and any related agreements to which it will become a party. Other than approval of the Merger by XENO’s stockholders, the execution, delivery and performance of this Agreement by XENO and any related agreement to which XENO will become a party have been duly and validly authorized by all necessary corporate action. This Agreement has been duly executed and delivered by XENO and constitutes the valid and binding obligation of XENO, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting the enforcement of creditors’ rights generally and by equitable principles. The execution and delivery of this Agreement by XENO, and the consummation of the transaction contemplated hereby, do not violate any State, governmental or corporate restrictions governing these transactions. The execution and performance of this Agreement, ultimately effecting a change in control of XENO, will not constitute a breach of or a default under, result in the termination, amendment, suspension, modification, abandonment or acceleration of payment (or any right to terminate) or require a consent of another party under any agreement, indenture, mortgage, license or other instrument or document to which XENO and/or its Holders are known by XENO to be a party and will not violate any judgment, decree, order, writ, rule, statute, or regulation applicable to XENO, its Holders or their properties. The execution and performance of this Agreement will not violate or conflict with any provision of the laws of the State of Nevada, the laws of the State of Delaware, laws of the United States of America or the organizational documents of XENO that would have a material adverse effect on XENO, its Holders or their properties.

Authority; Conflicts. Other than approval of the Merger by XENO’s stockholders, XENO has ICON and MERGER SUB have the necessary power and authority to execute, deliver and perform this Agreement and any related agreements to which it will become a party. Other than approval of the Merger by XENO’s stockholders, the The execution, delivery and performance of this Agreement by XENO ICON and MERGER SUB and any related agreement to which XENO ICON and MERGER SUB, respectively, will become a party have been duly and validly authorized by all necessary corporate action. This Agreement has been duly executed and delivered by XENO ICON and MERGER SUB and constitutes the valid and binding obligation of XENOICON and MERGER SUB, respectively, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting the enforcement of creditors’ rights generally and by equitable principles. The execution and delivery of this Agreement by XENOICON and MERGER SUB, and the consummation of the transaction contemplated hereby, do not violate any State, governmental or corporate restrictions governing these transactions. The execution and performance of this Agreement, ultimately effecting a change in control of XENOICON, will not constitute a breach of or a default under, result in the termination, amendment, suspension, modification, abandonment or acceleration of payment (or any right to terminate) or require a consent of another party under any agreement, indenture, mortgage, license or other instrument or document to which XENO and/or its Holders ICON or MERGER SUB are known by XENO ICON or MERGER SUB to be a party and will not violate any judgment, decree, order, writ, rule, statute, or regulation applicable to XENOICON, its Holders MERGER SUB or their properties. The execution and performance of this Agreement will not violate or conflict with any provision of the laws of the State of Nevada, the laws of the State of Delaware, the laws of the United States of America or the organizational documents of XENO ICON or MERGER SUB that would have a material adverse effect on XENOICON, its Holders MERGER SUB or their properties.

Authority; Conflicts. Other than approval of the Merger by XENOSGI’s stockholders, XENO SGI has the necessary power and authority to execute, deliver and perform this Agreement and any related agreements to which it will become a party. Other than approval of the Merger by XENOSGI’s stockholders, the execution, delivery and performance of this Agreement by XENO SGI and any related agreement to which XENO SGI will become a party have been duly and validly authorized by all necessary corporate action. This Agreement has been duly executed and delivered by XENO SGI and constitutes the valid and binding obligation of XENOSGI, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting the enforcement of creditors’ rights generally and by equitable principles. The execution and delivery of this Agreement by XENOSGI, and the consummation of the transaction contemplated hereby, do not violate any State, governmental or corporate restrictions governing these transactions. The execution and performance of this Agreement, ultimately effecting a change in control of XENOSGI, will not constitute a breach of or a default under, result in the termination, amendment, suspension, modification, abandonment or acceleration of payment (or any right to terminate) or require a consent of another party under any agreement, indenture, mortgage, license or other instrument or document to which XENO and/or its Holders are SGI is known by XENO SGI to be a party and will not violate any judgment, decree, order, writ, rule, statute, or regulation applicable to XENO, SGI or its Holders or their properties. The execution and performance of this Agreement will not violate or conflict with any provision of the laws of the State of Nevada, the laws of the State of Delaware, laws of the United States of America or the organizational documents of XENO SGI that would have a material adverse effect on XENO, SGI or its Holders or their properties.

Authority; Conflicts. Other than approval of the Merger by XENOPower Play’s stockholders, XENO Power Play has the necessary power and authority to execute, deliver and perform this Agreement and any related agreements to which it will become a party. Other than approval of the Merger by XENOPower Play’s stockholders, the execution, delivery and performance of this Agreement by XENO Power Play and any related agreement to which XENO Power Play will become a party have been duly and validly authorized by all necessary corporate action. This Agreement has been duly executed and delivered by XENO Power Play and constitutes the valid and binding obligation of XENOPower Play, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting the enforcement of creditors’ rights generally and by equitable principles. The execution and delivery of this Agreement by XENOPower Play, and the consummation of the transaction contemplated hereby, do not violate any State, governmental or corporate restrictions governing these transactions. The execution and performance of this Agreement, ultimately effecting a change in control of XENOPower Play, will not constitute a breach of or a default under, result in the termination, amendment, suspension, modification, abandonment or acceleration of payment (or any right to terminate) or require a consent of another party under any agreement, indenture, mortgage, license or other instrument or document to which XENO and/or its Holders are Power Play is known by XENO Power Play to be a party and will not violate any judgment, decree, order, writ, rule, statute, or regulation applicable to XENO, Power Play or its Holders or their properties. The execution and performance of this Agreement will not violate or conflict with any provision of the laws of the State of Nevada, the laws of the State of Delaware, laws of the United States of America or the organizational documents of XENO Power Play that would have a material adverse effect on XENO, Power Play or its Holders or their properties.