Common use of Authority; Conflicts Clause in Contracts

Authority; Conflicts. 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. The execution, delivery and performance of this Agreement by ICON and MERGER SUB and any related agreement to which 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 ICON and MERGER SUB and constitutes the valid and binding obligation of ICON 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 ICON 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 ICON, 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 ICON or MERGER SUB are known by ICON or MERGER SUB to be a party and will not violate any judgment, decree, order, writ, rule, statute, or regulation applicable to ICON, 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 ICON or MERGER SUB that would have a material adverse effect on ICON, MERGER SUB or their properties.

Authority; Conflicts. ICON and MERGER SUB have 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. The Other than approval of the Merger by XENO’s stockholders, the execution, delivery and performance of this Agreement by ICON and MERGER SUB XENO and any related agreement to which ICON and MERGER SUB, respectively, 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 ICON and MERGER SUB XENO and constitutes the valid and binding obligation of ICON and MERGER SUB, respectivelyXENO, 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 ICON and MERGER SUBXENO, 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 ICONXENO, 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 ICON or MERGER SUB XENO and/or its Holders are known by ICON or MERGER SUB XENO to be a party and will not violate any judgment, decree, order, writ, rule, statute, or regulation applicable to ICONXENO, MERGER SUB 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, the laws of the United States of America or the organizational documents of ICON or MERGER SUB XENO that would have a material adverse effect on ICONXENO, MERGER SUB its Holders or their properties.

Authority; Conflicts. ICON and MERGER SUB have Other than approval of the Merger by Power Play’s stockholders, 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. The Other than approval of the Merger by Power Play’s stockholders, the execution, delivery and performance of this Agreement by ICON and MERGER SUB Power Play and any related agreement to which ICON and MERGER SUB, respectively, 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 ICON and MERGER SUB Power Play and constitutes the valid and binding obligation of ICON and MERGER SUB, respectivelyPower 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 ICON and MERGER SUBPower 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 ICONPower 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 ICON or MERGER SUB are Power Play is known by ICON or MERGER SUB Power Play to be a party and will not violate any judgment, decree, order, writ, rule, statute, or regulation applicable to ICON, MERGER SUB Power Play or their its 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 ICON or MERGER SUB Power Play that would have a material adverse effect on ICON, MERGER SUB Power Play or their its properties.

Authority; Conflicts. ICON and MERGER SUB have Other than approval of the Merger by SGI’s stockholders, 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. The Other than approval of the Merger by SGI’s stockholders, the execution, delivery and performance of this Agreement by ICON and MERGER SUB SGI and any related agreement to which ICON and MERGER SUB, respectively, 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 ICON and MERGER SUB SGI and constitutes the valid and binding obligation of ICON and MERGER SUB, respectivelySGI, 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 ICON and MERGER SUBSGI, 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 ICONSGI, 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 ICON or MERGER SUB are SGI is known by ICON or MERGER SUB SGI to be a party and will not violate any judgment, decree, order, writ, rule, statute, or regulation applicable to ICON, MERGER SUB SGI or their its 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 ICON or MERGER SUB SGI that would have a material adverse effect on ICON, MERGER SUB SGI or their its properties.