Common use of Authority; No Conflict; Required Filings and Consents Clause in Contracts

Authority; No Conflict; Required Filings and Consents. (a) MegaSys has all requisite corporate power and authority to enter into this Agreement and all Transaction Documents to which it is or will become a party and to consummate the transactions contemplated in this Agreement and such Transaction Documents. Except for the approval of MegaSys’s shareholders to approve the exchange ratio to be obtained prior to the Closing (“MegaSys Shareholders Approval”), the execution and delivery of this Agreement and such Transaction Documents and the consummation of the transactions contemplated in this Agreement and such Transaction Documents have been duly authorized by all necessary corporate action on the part of MegaSys. This Agreement has been and such Transaction Documents have been or, to the extent not executed by MegaSys as of the date hereof, will be duly executed and delivered by MegaSys. This Agreement and each of the Transaction Documents to which MegaSys is a party constitutes, and each of the Transaction Documents to which MegaSys will become a party, when executed and delivered by MegaSys, will constitute, assuming the due authorization, execution and delivery by the other parties hereto and thereto, the valid and binding obligation of MegaSys, enforceable by Iveda against MegaSys in accordance with their respective terms, except to the extent that enforceability may be limited by applicable bankruptcy, reorganization, insolvency, moratorium or other laws affecting the enforcement of creditors’ rights generally and by general principles of equity, regardless of whether such enforceability is considered in a proceeding at law or in equity. For purposes of this Agreement, “Transaction Documents” means all documents or agreements required to be delivered by any party under this Agreement.

Authority; No Conflict; Required Filings and Consents. (a) MegaSys RTI has all requisite corporate power and authority to enter into this Agreement and all Transaction Documents to which it is or will become a party and to consummate the transactions contemplated in by this Agreement and such Transaction Documents. Except for the approval of MegaSys’s shareholders to approve the exchange ratio to be obtained prior to the Closing (“MegaSys Shareholders Approval”), the The execution and delivery of this Agreement and such Transaction Documents and the consummation of the transactions contemplated in by this Agreement and such Transaction Documents have been duly authorized by all necessary corporate action on the part of MegaSysRTI, subject only to the approval of the Merger by RTI's stockholders under the provisions of Delaware Law and RTI's Certificate of Incorporation. This Agreement has been and such Transaction Documents have been or, to the extent not executed by MegaSys RTI as of the date hereof, will be duly executed and delivered by MegaSysRTI. This Agreement and each of the Transaction Documents to which MegaSys RTI is a party constitutes, and each of the Transaction Documents to which MegaSys RTI will become a party, when executed and delivered by MegaSysRTI, will constitute, assuming the due authorization, execution and delivery by the other parties hereto and thereto, the valid and binding obligation of MegaSysRTI, enforceable by Iveda against MegaSys RTI in accordance with their respective terms, except to the extent that enforceability may be limited by applicable bankruptcy, reorganization, insolvency, moratorium or other laws affecting the enforcement of creditors’ ' rights generally and by general principles except that the availability of equity, regardless the equitable remedy of whether such enforceability specific performance or injunctive relief is considered in a subject to the discretion of the court before which any proceeding at law or in equitymay be brought. For purposes of this Agreement, “"Transaction Documents” " means all documents or agreements required to be delivered by any party under this Agreement including the Certificate of Merger, the Escrow Agreement, the Voting Agreements, the Stockholders Agreements, the Stock Repurchase Agreements, the Investors' Rights Agreement and the Noncompetition Agreements.

Authority; No Conflict; Required Filings and Consents. (a) MegaSys Target has all requisite corporate power and authority to enter into this Agreement and all Transaction Documents (as defined below) to which it is or will become a party and to consummate the transactions contemplated in by this Agreement and such Transaction Documents. Except for the approval of MegaSys’s shareholders to approve the exchange ratio to be obtained prior to the Closing (“MegaSys Shareholders Approval”), the The execution and delivery of this Agreement and such Transaction Documents and the consummation of the transactions contemplated in by this Agreement and such Transaction Documents have been duly authorized by all necessary corporate action on the part of MegaSysTarget, and on or before the Closing Date the principal terms of the Merger shall have been approved by Target’s shareholders under the provisions of Alabama Law and Target’s Articles of Incorporation and Bylaws. This Agreement has been and such Transaction Documents have been or, to the extent not executed by MegaSys Target as of the date hereof, will be duly executed and delivered by MegaSysTarget. This Agreement and each of the Transaction Documents to which MegaSys Target is a party constitutes, and each of the Transaction Documents to which MegaSys Target will become a party, when executed and delivered by MegaSysTarget, will constitute, assuming the due authorization, execution and delivery by the other parties hereto and thereto, the valid and binding obligation of MegaSysTarget, enforceable by Iveda Acquiror against MegaSys Target in accordance with their respective terms, except to the extent that enforceability may be limited by applicable bankruptcy, reorganization, insolvency, moratorium or other laws affecting the enforcement of creditors’ rights generally and by general principles of equity, regardless of whether such enforceability is considered in a proceeding at law or in equity. For purposes of this Agreement, “Transaction Documents” means all documents or agreements required to be delivered by any party under this Agreement including the Articles of Merger, the Employment Agreement, the Shareholders Agreements and the Noncompetition Agreements.

Authority; No Conflict; Required Filings and Consents. (a) MegaSys Activate has all requisite corporate power and authority to enter into this Agreement and all Transaction Documents to which it is or will become a party and to consummate the transactions contemplated in by this Agreement and such Transaction Documents. Except for the approval of MegaSys’s shareholders to approve the exchange ratio to be obtained prior to the Closing (“MegaSys Shareholders Approval”), the The execution and delivery of this Agreement and such Transaction Documents and the consummation of the transactions contemplated in by this Agreement and such Transaction Documents have been duly authorized by all necessary corporate action on the part of MegaSysActivate. This Agreement has been and such the Transaction Documents to which Activate is or will become a party have been or, to the extent not executed by MegaSys Activate as of the date hereof, will be duly executed and delivered by MegaSysActivate. This Agreement and each of the Transaction Documents to which MegaSys Activate is a party constitutes, and each of the Transaction Documents to which MegaSys Activate will become a party, when executed and delivered by MegaSysActivate, will constitute, assuming the due authorization, execution and delivery by the other parties hereto and thereto, the valid and binding obligation of MegaSysActivate, enforceable by Iveda against MegaSys Activate in accordance with their respective terms, except to the extent that enforceability may be limited by applicable bankruptcy, reorganization, insolvency, moratorium or other laws affecting the enforcement of creditors’ ' rights generally and by general principles of equity, regardless of whether such enforceability is considered in a proceeding at law or in equityequity or limited by public policy. For purposes of this Agreement, “Transaction Documents” "TRANSACTION DOCUMENTS" means all documents or agreements required to be 14 delivered by any party under this Agreement including the Certificate of Merger and the Registration Rights Agreement.

Authority; No Conflict; Required Filings and Consents. (a) MegaSys Target has all requisite corporate power and authority to enter into this Agreement and all Transaction Documents to which it is or will become a party and to consummate the transactions contemplated in by this Agreement and such Transaction Documents. Except for the approval of MegaSys’s shareholders to approve the exchange ratio to be obtained prior to the Closing (“MegaSys Shareholders Approval”), the The execution and delivery of this Agreement and such Transaction Documents and the consummation of the transactions contemplated in by this Agreement and such Transaction Documents have been duly authorized by all necessary corporate action on the part of MegaSysTarget, subject only to the approval of the Merger by Target's shareholders under the provisions of Georgia Law and Target's Articles of Incorporation. This Agreement has been and such Transaction Documents have been or, to the extent not executed by MegaSys Target as of the date hereof, will be duly executed and delivered by MegaSysTarget. This Agreement and each of the Transaction Documents to which MegaSys Target is a party constitutes, and each of the Transaction Documents to which MegaSys Target will become a party, when executed and delivered by MegaSysTarget, will constitute, assuming the due authorization, execution and delivery by the other parties hereto and thereto, the valid and binding obligation of MegaSysTarget, enforceable by Iveda Acquiror against MegaSys Target in accordance with their respective terms, except to the extent that enforceability may be limited by applicable bankruptcy, reorganization, insolvency, moratorium or other laws affecting the enforcement of creditors’ ' rights generally and by general principles of equity, regardless of whether such enforceability is considered in a proceeding at law or in equity. For purposes of this Agreement, “Transaction Documents” "TRANSACTION DOCUMENTS" means all documents or agreements required to be delivered by any party under this Agreement including the Articles of Merger, the Certificate of Merger, the Escrow Agreement, the Voting Agreements, the Shareholders Agreements and the Noncompetition Agreements.

Authority; No Conflict; Required Filings and Consents. (a) MegaSys IRF has all requisite corporate power and authority to enter into this Agreement and all Transaction Documents to which it is or will become a party and to consummate the transactions contemplated in by this Agreement and such Transaction Documents. Except for the approval of MegaSys’s shareholders to approve the exchange ratio to be obtained prior to the Closing (“MegaSys Shareholders Approval”), the The execution and delivery of this Agreement and such Transaction Documents and the consummation of the transactions contemplated in by this Agreement and such Transaction Documents have been duly authorized by all necessary corporate action on the part of MegaSysIRF, subject only to the approval of the Merger by IRF’s members under the provisions of Indiana Law and the Operating Agreement of IRF (the “IRF Operating Agreement”). This Agreement has been and such Transaction Documents have been or, to the extent not executed by MegaSys IRF as of the date hereof, will be duly executed and delivered by MegaSysIRF. This Agreement and each of the Transaction Documents to which MegaSys IRF is a party constitutes, and each of the Transaction Documents to which MegaSys IRF will become a party, when executed and delivered by MegaSysIRF, will constitute, assuming the due authorization, execution and delivery by the other parties hereto and thereto, the valid and binding obligation of MegaSysIRF, enforceable by Iveda ABE against MegaSys IRF in accordance with their respective terms, except to the extent that enforceability may be limited by applicable bankruptcy, reorganization, insolvency, moratorium or other laws affecting the enforcement of creditors’ rights generally and by general principles of equity, regardless of whether such enforceability is considered in a proceeding at law or in equity. For purposes of this Agreement, “Transaction Documents” means all documents or agreements required to be delivered by any party under this Agreement including the Certificate of Merger, the Escrow Agreement, the Unitholder Agreements, the Non-Competition Agreements and the Voting Agreements.

Authority; No Conflict; Required Filings and Consents. (a) MegaSys Target has all requisite corporate power and authority to enter into this Agreement and all Transaction Documents to which it is or will become a party and to consummate the transactions contemplated in by this Agreement and such Transaction Documents. Except for the approval of MegaSys’s shareholders to approve the exchange ratio to be obtained prior to the Closing (“MegaSys Shareholders Approval”), the The execution and delivery by Target of this Agreement and such Transaction Documents and the consummation by Target of the transactions contemplated in by this Agreement and such Transaction Documents have been duly authorized by all necessary corporate action on the part of MegaSysTarget (other than the approval of the Merger by Target’s stockholders) under the provisions of Delaware Law and Target’s Certificate of Incorporation. This Agreement has been and such Transaction Documents have been or, to the extent not executed by MegaSys as of the date hereof, will be duly executed and delivered by MegaSysTarget. This Agreement and each of the Transaction Documents to which MegaSys Target is a party constitutes, and each of the Transaction Documents to which MegaSys Target will become a party, party when executed and delivered by MegaSys, Target will constitute, assuming the due authorization, execution and delivery by the other parties hereto and thereto, the valid and binding obligation of MegaSysTarget, enforceable by Iveda against MegaSys Target in accordance with their respective terms, except to the extent that enforceability may be limited by applicable bankruptcy, reorganization, insolvency, moratorium or other laws affecting the enforcement of creditors’ rights generally and by general principles of equity, regardless of whether such enforceability is considered in a proceeding at law or in equity. For purposes of this Agreement, “Transaction Documents” means all documents the Certificate of Merger and the License Amendments. (b) The execution and delivery by Target of this Agreement and the Transaction Documents to which it is or agreements will become a party does not and the consummation by Target of the transactions contemplated by this Agreement and the Transaction Documents to which it is or will become a party will not, (i) conflict with, or result in any violation or breach of any provision of the Certificate of Incorporation or Bylaws of Target, (ii) result in any violation or breach of, or constitute (with or without notice or lapse of time, or both) a default (or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any benefit) under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, contract or other agreement, instrument or obligation to which Target is a party or by which it or any of its properties or assets may be bound, or (iii) conflict or violate any permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Target or any of its properties or assets, except in the case of (ii) and (iii) for any such conflicts, violations, defaults, terminations, cancellations or accelerations which would not have a Target Material Adverse Effect. (c) No consent, approval, order or authorization of, or registration, declaration or filing with, any court, administrative agency or commission or other governmental authority or instrumentality (“Governmental Entity”) is required by or with respect to Target in connection with the execution and delivery of this Agreement or of any other Transaction Document to which it is or will become a party or the consummation of the transactions contemplated by this Agreement or such Transaction Document or the continuation of the business activities of Target following consummation of the Merger, except for (i) the filing of the Certificate of Merger with the Delaware Secretary of State, (ii) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be delivered by required under applicable federal and state securities laws and (iii) such consents, authorizations, filings, approvals and registrations which, if not obtained or made, would not reasonably be expected to have a Target Material Adverse Effect. (d) Except as set forth on Schedule 3.4(d) of the Target Disclosure Schedule, no consent or approval is needed from any third party under in order to effect the Merger, this AgreementAgreement or any of the transactions contemplated hereby.

Authority; No Conflict; Required Filings and Consents. (a) MegaSys InfoGation has all requisite corporate power and authority to enter into this Agreement and all Transaction Documents (as defined below) to which it is or will become a party and to consummate the transactions contemplated in this Agreement and such Transaction Documents. Except for the approval of MegaSys’s shareholders to approve the exchange ratio to be obtained prior to the Closing (“MegaSys Shareholders Approval”), the The execution and delivery of this Agreement and such Transaction Documents and the consummation of the transactions contemplated in this Agreement and such Transaction Documents have been duly authorized by all necessary corporate action on the part of MegaSysInfoGation, subject only to the approval of the Merger by InfoGation's stockholders under the provisions of Delaware Law and InfoGation's certificate of incorporation. This Agreement has been and such Transaction Documents have been or, to the extent not executed by MegaSys InfoGation as of the date hereof, will be duly executed and delivered by MegaSysInfoGation. This Agreement and each of the Transaction Documents to which MegaSys InfoGation is a party constitutes, and each of the Transaction Documents to which MegaSys InfoGation will become a party, when executed and delivered by MegaSysInfoGation, will constitute, assuming the due authorization, execution and delivery by the other parties hereto and thereto, the valid and binding obligation of MegaSysInfoGation, enforceable by Iveda against MegaSys InfoGation in accordance with their respective terms, except to the extent that enforceability may be limited by applicable bankruptcy, reorganization, insolvency, moratorium or other laws affecting the enforcement of creditors’ ' rights generally and by general principles of equity, regardless of whether such enforceability is considered in a proceeding at law or in equity. For purposes of this Agreement, “Transaction Documents” means all documents or agreements required to be delivered by any party under this Agreement.in

Authority; No Conflict; Required Filings and Consents. (a) MegaSys Zanova has all requisite corporate power and authority to enter into this Agreement and all Transaction Documents to which it is or will become a party and to consummate the transactions contemplated in this Agreement and such Transaction Documents. Except for the approval of MegaSys’s shareholders to approve the exchange ratio to be obtained prior to the Closing (“MegaSys Shareholders Approval”), the The execution and delivery of this Agreement and such Transaction Documents and the consummation of the transactions contemplated in this Agreement and such Transaction Documents have been duly authorized by all necessary corporate action on the part of MegaSysZanova, subject only to the approval of the Merger by Zanova's stockholders under the provisions of Delaware Law and Zanova's certificate of incorporation. This Agreement has been and such Transaction Documents have been or, to the extent not executed by MegaSys Zanova as of the date hereof, will be duly executed and delivered by MegaSysZanova. This Agreement and each of the Transaction Documents to which MegaSys Zanova is a party constitutes, and each of the Transaction Documents to which MegaSys Zanova will become a party, when executed and delivered by MegaSysZanova, will constitute, assuming the due authorization, execution and delivery by the other parties hereto and thereto, the valid and binding obligation of MegaSysZanova, enforceable by Iveda Onvia against MegaSys Zanova in accordance with their respective terms, except to the extent that enforceability may be limited by applicable bankruptcy, reorganization, insolvency, moratorium or other laws affecting the enforcement of creditors’ ' rights generally and by general principles of equity, regardless of whether such enforceability is considered in a proceeding at law or in equity. For purposes of this Agreement, “"Transaction Documents” " means all documents or agreements --------------------- required to be delivered by any party under this Agreement including the Certificate of Merger, the Depository Agreement, the Registration Rights Agreement and the Voting Agreements.

Authority; No Conflict; Required Filings and Consents. (a) MegaSys has all requisite corporate power and authority to enter into this Agreement and all Transaction Documents to which it is or will become a party and to consummate the transactions contemplated in this Agreement and such Transaction Documents. Except for the approval of MegaSys’s shareholders to approve the exchange ratio to be obtained prior to the Closing (“MegaSys Shareholders Approval”), the The execution and delivery of this Agreement and such Transaction Documents and the consummation of the transactions contemplated in this Agreement and such Transaction Documents have been duly authorized by all necessary corporate action on the part of MegaSys. This Agreement has been and such Transaction Documents have been or, to the extent not executed by MegaSys as of the date hereof, will be duly executed and delivered by MegaSys. This Agreement and each of the Transaction Documents to which MegaSys is a party constitutes, and each of the Transaction Documents to which MegaSys will become a party, when executed and delivered by MegaSys, will constitute, assuming the due authorization, execution and delivery by the other parties hereto and thereto, the valid and binding obligation of MegaSys, enforceable by Iveda against MegaSys in accordance with their respective terms, except to the extent that enforceability may be limited by applicable bankruptcy, reorganization, insolvency, moratorium or other laws affecting the enforcement of creditors’ rights generally and by general principles of equity, regardless of whether such enforceability is considered in a proceeding at law or in equity. For purposes of this Agreement, “Transaction Documents” means all documents or agreements required to be delivered by any party under this Agreement.