Common use of Authority Relative to this Agreement; Non-Contravention Clause in Contracts

Authority Relative to this Agreement; Non-Contravention. Each of Parent and Merger Sub has the requisite corporate power and authority to enter into this Agreement, and to carry out its obligations hereunder. The execution and delivery of this Agreement by Parent and Merger Sub, and the consummation by Parent and Merger Sub of the transactions contemplated hereby have been duly authorized by the Boards of Directors of Parent and Merger Sub. Subject only to the adoption of this Agreement by Parent as the sole stockholder of Merger Sub, with respect to which Parent has taken appropriate action before the execution and delivery of this Agreement, no further corporate proceedings on the part of Parent or Merger Sub are necessary to authorize the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby or will otherwise be sought by Parent. This Agreement has been duly executed and delivered by Parent and Merger Sub and, assuming it is a valid and binding obligation of the Company, constitutes a valid and binding obligation of Parent and Merger Sub enforceable in accordance with its terms except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generally. Except for (x) approvals under applicable Blue Sky laws and the filing of Form D with the SEC and (y) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, no authorization, consent or approval of, or filing with, any public body, court or authority is necessary on the part of Parent or Merger Sub for the consummation by Parent or Merger Sub of the transactions contemplated by this Agreement, except for such authorizations, consents, approvals and filings as to which the failure to obtain or make the same would not, in the aggregate, reasonably be expected to have a Material Adverse Effect on Parent or Merger Sub, or adversely affect the consummation of the transactions contemplated hereby.

Authority Relative to this Agreement; Non-Contravention. Each of Parent ECPN and Merger Sub MergerCo has the requisite corporate power and authority to enter into this Agreement, and to carry out its obligations hereunder. The execution and delivery of this Agreement by Parent ECPN and Merger SubMergerCo, and the consummation by Parent ECPN and Merger Sub MergerCo of the transactions contemplated hereby have been duly authorized by the Boards of Directors of Parent ECPN and Merger SubMergerCo. Subject only to Except for the adoption approval of this Agreement by Parent ECPN (as the sole stockholder of Merger Sub, with respect to which Parent has taken appropriate action before the execution and delivery of this AgreementMergerCo), no further corporate proceedings on the part of Parent ECPN or Merger Sub MergerCo are necessary to authorize the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby or will otherwise be sought by ParentECPN. This Agreement has been duly executed and delivered by Parent ECPN and Merger Sub MergerCo and, assuming it is a valid and binding obligation of the CompanyG&M, constitutes a valid and binding obligation of Parent ECPN and Merger Sub MergerCo enforceable in accordance with its terms except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generally. Except for (x) approvals under applicable Blue Sky laws and the filing effectiveness of the Form D S-4 Registration Statement filed with the SEC Securities and Exchange Commission for the distribution of the ECPN Common Stock, and (y) the filing of the Certificate Articles of Merger with the Nevada Secretary of State of the State of DelawareState, no authorization, consent or approval of, or filing with, any public body, court or authority is necessary on the part of Parent ECPN or Merger Sub MergerCo for the consummation by Parent ECPN or Merger Sub MergerCo of the transactions contemplated by this Agreement, except for such authorizations, consents, approvals and filings as to which the failure to obtain or make the same would not, in the aggregate, reasonably be expected to have a Material Adverse Effect on Parent ECPN or Merger SubMergerCo, or adversely affect the consummation of the transactions contemplated hereby.

Authority Relative to this Agreement; Non-Contravention. Each of Parent Pacific and Pacific Merger Sub Corp has the requisite corporate power and authority to enter into this Agreement, and to carry out its obligations hereunder. The execution and delivery of this Agreement by Parent Pacific and Pacific Merger SubCorp, and the consummation by Parent Pacific and Pacific Merger Sub Corp of the transactions contemplated hereby have been duly authorized by the Boards of Directors of Parent Pacific and Pacific Merger Sub. Subject only to the adoption of this Agreement by Parent as the sole stockholder of Merger Sub, with respect to which Parent has taken appropriate action before the execution and delivery of this Agreement, no Corp. No further corporate proceedings on the part of Parent Pacific or Pacific Merger Sub Corp are necessary to authorize the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby or will otherwise be sought by ParentPacific. This Agreement has been duly executed and delivered by Parent Pacific and Pacific Merger Sub Corp and, assuming it is a valid and binding obligation of the CompanyFGH, constitutes a valid and binding obligation of Parent Pacific and Pacific Merger Sub Corp enforceable in accordance with its terms except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generally. Pacific is not subject to, or obligated under, any provision of (a) its Certificate of Incorporation or Bylaws, (b) any agreement, arrangement or understanding, (c) any license, franchise or permit, nor (d) subject to obtaining the approvals referred to in the next sentence, any law, regulation, order, judgment or decree, which would conflict with, be breached or violated, or in respect of which a right of termination or acceleration or any security interest, charge or encumbrance on any of its assets would be created, by the execution, delivery or performance of this Agreement or the consummation of the transactions contemplated hereby, other than any such conflicts, breaches, violations, rights of termination or acceleration or security interests, charges or encumbrances which, in the aggregate, could not reasonably be expected to have a Material Adverse Effect on Pacific. Except for (x) approvals under applicable Blue Sky laws and the filing of Form D with the SEC and (y) the filing of the Certificate of Merger with the Texas Secretary of State State, the filing with the SEC of Current Reports on Form 8-K with respect to the State execution and closing of Delawarethis Agreement, no authorization, consent or approval of, or filing with, any public body, court or authority is necessary on the part of Parent Pacific or Pacific Merger Sub Corp for the consummation by Parent Pacific or Pacific Merger Sub Corp of the transactions contemplated by this Agreement, except for such authorizations, consents, approvals and filings as to which the failure to obtain or make the same would not, in the aggregate, reasonably be expected to have a Material Adverse Effect on Parent Pacific or Pacific Merger SubCorp, or adversely affect the consummation of the transactions contemplated hereby.

Authority Relative to this Agreement; Non-Contravention. Each of Parent and Merger Sub (a) The Company has the requisite corporate power and authority to enter into this Agreement, Agreement and to carry out perform its obligations hereunder. The execution and delivery of this Agreement by Parent and Merger Sub, the Company and the consummation by Parent and Merger Sub the Company of the transactions contemplated hereby have been duly authorized by the Boards Board of Directors of Parent the Company and, except for approval of the Merger and Merger Sub. Subject only to the adoption of this Agreement by Parent the affirmative vote of (i) a majority of votes that holders of the outstanding shares of Company Capital Stock are entitled to cast, (ii) at least 65% of the outstanding shares of Company Series B Preferred Stock and (iii) the holders of at least 66-2/3% of the outstanding shares of Company Seed Series Preferred Stock, Company Series A-1 Preferred Stock, Company Series A-4 Preferred Stock and Company Series B-1 Preferred Stock, voting together as a single class and not as a separate series (the sole stockholder of Merger Sub“Requisite Company Stockholder Vote”), with respect obtained prior to which Parent has taken appropriate action before the execution and delivery of this AgreementClosing, no further other corporate proceedings on the part of Parent or Merger Sub the Company are necessary to authorize the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby or will otherwise be sought by Parenthereby. This Agreement has been duly executed and delivered by Parent and Merger Sub the Company and, assuming it is a valid and binding obligation of the CompanyParent and Merger Sub, constitutes a valid and binding obligation of Parent and Merger Sub the Company enforceable in accordance with its terms except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies remedies, generally, and subject, in the case of consummation of the Merger, to the receipt of the Requisite Company Stockholder Vote. Except for (x) approvals under applicable Blue Sky laws and the filing of Form D with the SEC and (y) Other than the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, no authorization, consent or approval of, or filing with, any public body, court or authority is necessary on the part of Parent or Merger Sub the Company for the consummation by Parent or Merger Sub the Company of the transactions contemplated by this Agreement, except for such authorizations, consents, approvals and filings as to which the failure to obtain or make the same would not, in the aggregate, reasonably be expected to have a Material Adverse Effect on Parent the Company or Merger Sub, the Surviving Company or adversely affect the consummation of the transactions contemplated hereby. (b) The Board of Directors of the Company, by resolutions duly adopted by unanimous vote at a meeting of all directors of the Company duly called and held and, as of the hereof, not subsequently rescinded or modified in any way, has, as of the date hereof (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, are fair to, and in the best interests of, the stockholders of the Company, (ii) approved and declared advisable the “agreement of merger” (as such term is used in Section 251 of the DGCL) contained in this Agreement and the transactions contemplated by this Agreement, including the Merger, in accordance with the DGCL, (iii) directed that the “agreement of merger” contained in this Agreement be submitted to the holders of Company Capital Stock for adoption, and (iv) resolved to recommend that the holders of Company Capital Stock adopt the “agreement of merger” set forth in this Agreement and directed that such matter be submitted for consideration of the holders of Company Capital Stock either by written consent resolutions or at the Company Stockholder Meeting.

Authority Relative to this Agreement; Non-Contravention. Each of Parent and Merger Sub has the requisite corporate power and authority to enter into this Agreement, and to carry out its obligations hereunder. The execution and delivery of this Agreement by Parent and Merger Sub, and the consummation by Parent and Merger Sub of the transactions contemplated hereby have been duly authorized by the respective Boards of Directors of Parent and Merger Sub. Subject only to the adoption of this Agreement by Parent as the sole stockholder of Merger SubSub and the adoption of the Parent Voting Matters by the affirmative vote of such number of votes of those who attend in person or by proxy and vote at the Parent Shareholder Meeting necessary to approve each of the Parent Voting Matters (the “Requisite Parent Shareholder Vote”), with respect obtained prior to which Parent has taken appropriate action before the execution and delivery of this AgreementClosing, no further corporate proceedings on the part of Parent or Merger Sub are necessary to authorize the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby or will otherwise be sought by Parent. This Agreement has been duly executed and delivered by Parent and Merger Sub and, assuming it is a valid and binding obligation of the Company, constitutes a valid and binding obligation of Parent and Merger Sub enforceable in accordance with its terms except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generally. Except for (xa) approvals under applicable Blue Sky laws and the filing of Form D with the SEC and (yb) the filing of the Certificate of Merger with the Delaware Secretary of State of the State of DelawareState, no authorization, consent or approval of, or filing with, any public body, court or authority is necessary on the part of Parent or Merger Sub for the consummation by Parent or Merger Sub of the transactions contemplated by this Agreement, except for such authorizations, consents, approvals and filings as to which the failure to obtain or make the same would not, in the aggregate, reasonably be expected to have a Material Adverse Effect on Parent or Merger Sub, or adversely affect the consummation of the transactions contemplated hereby.

Authority Relative to this Agreement; Non-Contravention. Each of Parent Select Video and Merger Sub Acquisition Co. has the requisite corporate power and authority to enter into this Agreement, and to carry out its obligations hereunder. The execution and delivery of this Agreement by Parent Select Video and Merger SubAcquisition Co., and the consummation by Parent and Merger Sub them of the transactions contemplated hereby have been duly authorized by the Boards respective board of Directors directors of Parent Select Video and board of governors of Acquisition Co. Except for approval of the Merger Sub. Subject only to the adoption of this Agreement by Parent Select Video (in its capacity as the sole stockholder member of Merger Sub, Acquisition Co.) in accordance with respect to which Parent has taken appropriate action before the execution Minnesota Act and delivery the articles of this Agreementorganization and bylaws of Acquisition Co., no further corporate other proceedings on the part of Parent Select Video or Merger Sub Acquisition Co. are necessary to authorize the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby or will otherwise be sought by Parenthereby. This Agreement has been duly executed and delivered by Parent Select Video and Merger Sub Acquisition Co. and, assuming it is a valid and binding obligation of the Company, constitutes a valid and binding obligation of Parent Select Video and Merger Sub Acquisition Co. enforceable in accordance with its terms terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generally. Neither Select Video nor Acquisition Co. is subject to, nor obligated under, any provision of (a) its articles of incorporation or organization or bylaws, (b) any agreement, arrangement or understanding, (c) any license, franchise or permit, nor (d) subject to obtaining the approvals referred to in the next sentence, any law, regulation, order, judgment or decree, which would conflict with, be breached or violated, or in respect of which a right of termination or acceleration or any security interest, charge or encumbrance on any of its assets would be created, by the execution, delivery or performance of this Agreement or the consummation of the transactions contemplated hereby, other than any such conflicts, breaches, violations, rights of termination or acceleration or security interests, charges or encumbrances which, in the aggregate, could not reasonably be expected to have a Material Adverse Effect on Select Video. Except for (xi) approvals under applicable Blue Sky laws and the filing of Form D with the SEC blue sky laws, and (yii) the filing of the Certificate Articles of Merger with the Secretary of State of the State of Delawareappropriate state authorities, no authorization, consent or approval of, or filing with, any public body, court or authority is necessary on the part of Parent Select Video or Merger Sub Acquisition Co. for the consummation by Parent Select Video or Merger Sub Acquisition Co. of the transactions contemplated by this Agreement, except for such authorizations, consents, approvals and filings as to which the failure to obtain or make the same would not, in the aggregate, reasonably be expected to have a Material Adverse Effect on Parent or Merger Sub, or adversely affect the consummation of the transactions contemplated herebySelect Video.

Authority Relative to this Agreement; Non-Contravention. Each of Parent and Merger Sub has the requisite corporate power and authority to enter into this Agreement, and to carry out perform its obligations hereunder. The execution and delivery of this Agreement by Parent and Merger Sub, and the consummation by Parent and Merger Sub of the transactions contemplated hereby have been duly authorized by the respective Boards of Directors of Parent and Merger Sub. Subject only to the adoption of this Agreement by Parent as the sole stockholder of Merger SubSub and the adoption of the Parent Voting Matters by the affirmative vote of such number of votes of those who attend in person or by proxy and vote at the Parent Stockholder Meeting necessary to approve each of the Parent Voting Matters (the “Requisite Parent Stockholder Vote”), with respect obtained prior to which Parent has taken appropriate action before the execution and delivery of this AgreementClosing, no further corporate proceedings on the part of Parent or Merger Sub are necessary to authorize the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby or will otherwise be sought by Parent. This Agreement has been duly executed and delivered by Parent and Merger Sub and, assuming it is a valid and binding obligation of the Company, constitutes a valid and binding obligation of Parent and Merger Sub enforceable in accordance with its terms except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generally. Except for (xa) approvals under applicable Blue Sky “blue sky” laws and the filing of Form D with the SEC SEC, (b) approvals of the Principal Market to be obtained prior to the Effective Time, (d) the filing of the S-4 Registration Statement and the Proxy Statement/Prospectus in accordance with the terms hereof, (d) filings with FINRA prior to the Effective Time and (ye) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, no authorization, consent or approval of, or filing with, any public body, court or authority is necessary on the part of Parent or Merger Sub for the consummation by Parent or Merger Sub of the transactions contemplated by this Agreement, except for such authorizations, consents, approvals and filings as to which the failure to obtain or make the same would not, in the aggregate, reasonably be expected to have a Material Adverse Effect on Parent or Merger Sub, or adversely affect the consummation of the transactions contemplated hereby.

Authority Relative to this Agreement; Non-Contravention. Each of Parent and Merger Sub has the requisite corporate power and authority to enter into this Agreement, and to carry out its obligations hereunder. The execution and delivery of this Agreement by Parent and Merger Sub, and the consummation by Parent and Merger Sub of the transactions contemplated hereby have been duly authorized by the Boards of Directors of Parent and Merger Sub. Subject only to the adoption of this Agreement by Parent as the sole stockholder of Merger Sub, with respect to which Parent has taken appropriate action before the execution Sub and delivery of this Agreement, no further corporate proceedings on the part of Parent or Merger Sub are necessary to authorize the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby or will otherwise be sought by Parent. This Agreement has been duly executed and delivered by Parent and Merger Sub and, assuming it is a valid and binding obligation of the Company, constitutes a valid and binding obligation of Parent and Merger Sub enforceable in accordance with its terms except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generally. Except for (x) approvals under applicable Blue Sky laws and the filing of Form D with the SEC Securities and Exchange Commission and (y) the filing of the Certificate Articles of Merger with the Nevada Secretary of State of the State of DelawareState, no authorization, consent or approval of, or filing with, any public body, court or authority is necessary on the part of Parent or Merger Sub for the consummation by Parent or Merger Sub of the transactions contemplated by this Agreement, except for such authorizations, consents, approvals and filings as to which the failure to obtain or make the same would not, in the aggregate, reasonably be expected to have a Material Adverse Effect on Parent or Merger Sub, or adversely affect the consummation of the transactions contemplated hereby.

Authority Relative to this Agreement; Non-Contravention. Each of Parent SRKP and Merger Sub MergerCo has the requisite corporate power and authority to enter into this Agreement, and to carry out its obligations hereunder. The execution and delivery of this Agreement by Parent SRKP and Merger SubMergerCo, and the consummation by Parent SRKP and Merger Sub MergerCo of the transactions contemplated hereby have been duly authorized by the Boards of Directors of Parent SRKP and Merger SubMergerCo. Subject only to the adoption of this Agreement by Parent as the sole stockholder of Merger Sub, with respect to which Parent has taken appropriate action before the execution and delivery of this Agreement, no No further corporate proceedings on the part of Parent SRKP or Merger Sub MergerCo are necessary to authorize the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby or will otherwise be sought by ParentSRKP. This Agreement has been duly executed and delivered by Parent SRKP and Merger Sub MergerCo and, assuming it is a valid and binding obligation of the CompanyProtea, constitutes a valid and binding obligation of Parent SRKP and Merger Sub MergerCo enforceable in accordance with its terms except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generally. Except for (x) approvals under applicable Blue Sky laws and the filing of Form D with the SEC Securities and Exchange Commission and (y) the filing of the Certificate of Merger with the Delaware Secretary of State of the State of DelawareState, no authorization, consent or approval of, or filing with, any public body, court or authority is necessary on the part of Parent SRKP or Merger Sub MergerCo for the consummation by Parent SRKP or Merger Sub MergerCo of the transactions contemplated by this Agreement, except for such authorizations, consents, approvals and filings as to which the failure to obtain or make the same would not, in the aggregate, reasonably be expected to have a Material Adverse Effect on Parent SRKP or Merger SubMergerCo, or adversely affect the consummation of the transactions contemplated hereby.

Authority Relative to this Agreement; Non-Contravention. Each of Parent Nuvel and Merger Sub has the requisite corporate power and authority to enter into this Agreement, and to carry out its obligations hereunder. The execution and delivery of this Agreement by Parent Nuvel and Merger Sub, and the consummation by Parent Nuvel and Merger Sub of the transactions contemplated hereby have been duly authorized by the Boards of Directors of Parent Nuvel and Merger Sub. Subject only to the adoption of this Agreement by Parent as the sole stockholder of Merger Sub, with respect to which Parent has taken appropriate action before the execution and delivery of this Agreement, no No further corporate proceedings on the part of Parent Nuvel or Merger Sub are necessary to authorize the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby or will otherwise be sought by ParentNuvel. This Agreement has been duly executed and delivered by Parent Nuvel and Merger Sub and, assuming it is a valid and binding obligation of the CompanyOrangeHook, constitutes a valid and binding obligation of Parent Nuvel and Merger Sub enforceable in accordance with its terms except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors’ ' rights and remedies generally. Except for (x) approvals under applicable Blue Sky state securities or "blue sky" laws and the filing of Form D with the SEC Securities and Exchange Commission and (y) the filing of the Certificate Articles of Merger with the Minnesota Secretary of State of the State of DelawareState, no authorization, consent or approval of, or filing with, any public body, court or authority is necessary on the part of Parent Nuvel or Merger Sub for the consummation by Parent Nuvel or Merger Sub of the transactions contemplated by this AgreementMerger, except for such authorizations, consents, approvals and filings as to which the failure to obtain or make the same would not, in the aggregate, reasonably be expected to have a Material Adverse Effect on Parent or Nuvel and Merger SubSub (taken as a whole), or adversely affect the consummation of the transactions contemplated hereby.

Authority Relative to this Agreement; Non-Contravention. Each of Parent and Merger Sub has the requisite corporate power and authority to enter into this Agreement, and to carry out its obligations hereunder. The execution and delivery of this Agreement by Parent and Merger Sub, the Company and the consummation by Parent and Merger Sub the Company of the transactions contemplated hereby have been duly authorized by the Boards Board of Directors of Parent the Company and, except for approval of the Merger and Merger Sub. Subject only to the adoption of this Agreement by Parent the affirmative vote of holders of (i) a majority of the outstanding shares of Company Common Stock and Company Preferred Stock, voting together as a single class on an as-converted to Company Common Stock basis and (ii) a majority of the sole stockholder outstanding shares of Merger SubCompany Preferred Stock (collectively, with respect the “Requisite Company Stockholder Vote”), which vote will be obtained prior to which Parent has taken appropriate action before the execution and delivery of this AgreementClosing, no further other corporate proceedings on the part of Parent or Merger Sub the Company are necessary to authorize the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby or will otherwise be sought by Parenthereby. This Agreement has been duly executed and delivered by Parent and Merger Sub the Company and, assuming it is a valid and binding obligation of the CompanyParent and Merger Sub, constitutes a valid and binding obligation of Parent and Merger Sub the Company enforceable in accordance with its terms except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generally. Except for (x) approvals under applicable Blue Sky laws and the filing of Form D with the SEC SEC, and (y) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, no authorization, consent or approval of, or filing with, any public body, court or authority is necessary on the part of Parent or Merger Sub the Company for the consummation by Parent or Merger Sub the Company of the transactions contemplated by this Agreement, except for such authorizations, consents, approvals and filings as to which the failure to obtain or make the same would not, in the aggregate, reasonably be expected to have a Material Adverse Effect on Parent the Company or Merger Sub, the Surviving Company or adversely affect the consummation of the transactions contemplated hereby.

Authority Relative to this Agreement; Non-Contravention. Each of Parent Denali and Merger Sub MergerCo has the requisite corporate power and authority to enter into this Agreementagreement, and to carry out its obligations hereunder. The execution and delivery of this Agreement agreement by Parent Denali and Merger SubMergerCo, and the consummation by Parent Denali and Merger Sub MergerCo of the transactions contemplated hereby have been duly authorized by the Boards boards of Directors directors of Parent Denali and Merger SubMergerCo. Subject only to the adoption of this Agreement by Parent as the sole stockholder of Merger Sub, with respect to which Parent has taken appropriate action before the execution and delivery of this Agreement, no No further corporate proceedings on the part of Parent Denali or Merger Sub MergerCo are necessary to authorize the execution and delivery of this Agreement agreement and the consummation of the transactions contemplated hereby or will otherwise be sought by Parenthereby. This Agreement agreement has been duly executed and delivered by Parent Denali and Merger Sub MergerCo and, assuming it is a valid and binding obligation of the CompanyVelcera, constitutes a valid and binding obligation of Parent Denali and Merger Sub MergerCo enforceable in accordance with its terms except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generally. Except for (xa) approvals under applicable Blue Sky laws and the filing of Form D with the SEC Securities and Exchange Commission (“SEC”) and (yb) the filing of the Certificate of Merger with the Delaware Secretary of State of the State of DelawareState, no authorization, consent or approval of, or filing with, any public body, court or authority is necessary on the part of Parent Denali or Merger Sub MergerCo for the consummation by Parent Denali or Merger Sub MergerCo of the transactions contemplated by this Agreementagreement, except for such authorizations, consents, approvals and filings as to which the failure to obtain or make the same would not, in the aggregate, reasonably be expected to have a Material Adverse Effect on Parent Denali or Merger SubMergerCo, or adversely affect the consummation of the transactions contemplated hereby. For the purposes of this agreement “Material Adverse Effect” shall, with respect to an entity, mean a material adverse effect on the business, operations, results of operations or financial condition of such entity on a consolidated basis.

Authority Relative to this Agreement; Non-Contravention. Each of Parent ECPN and Merger Sub MergerCo has the requisite corporate power and authority to enter into this Agreement, and to carry out its obligations hereunder. The execution and delivery of this Agreement by Parent ECPN and Merger SubMergerCo, and the consummation by Parent ECPN and Merger Sub MergerCo of the transactions contemplated hereby have been duly authorized by the Boards of Directors of Parent ECPN and Merger SubMergerCo. Subject only to Except for the adoption approval of this Agreement by Parent ECPN (as the sole stockholder shareholder of Merger Sub, with respect to which Parent has taken appropriate action before the execution and delivery of this AgreementMergerCo), no further corporate proceedings on the part of Parent ECPN or Merger Sub MergerCo are necessary to authorize the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby or will otherwise be sought by ParentECPN. This Agreement has been duly executed and delivered by Parent ECPN and Merger Sub MergerCo and, assuming it is a valid and binding obligation of the CompanyGold and Minerals, constitutes a valid and binding obligation of Parent ECPN and Merger Sub MergerCo enforceable in accordance with its terms except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generally. Except for (x) approvals under applicable Blue Sky laws and the filing of Form D with the SEC Securities and Exchange Commission and (y) the filing of the Certificate Articles of Merger with the Nevada Secretary of State of the State of DelawareState, no authorization, consent or approval of, or filing with, any public body, court or authority is necessary on the part of Parent ECPN or Merger Sub MergerCo for the consummation by Parent ECPN or Merger Sub MergerCo of the transactions contemplated by this Agreement, except for such authorizations, consents, approvals and filings as to which the failure to obtain or make the same would not, in the aggregate, reasonably be expected to have a Material Adverse Effect on Parent ECPN or Merger SubMergerCo, or adversely affect the consummation of the transactions contemplated hereby.

Authority Relative to this Agreement; Non-Contravention. Each of Parent Parent, Merger Sub I and Merger Sub II has the requisite corporate power and authority to enter into this AgreementAgreement and any Related Agreements to which it is a party, and to carry out its obligations hereunder. The execution and delivery of this Agreement and any Related Agreements to which it is a party by Parent Parent, Merger Sub I and Merger SubSub II, and the consummation by Parent Parent, Merger Sub I and Merger Sub II of the transactions contemplated hereby and thereby have been duly authorized by the Boards of Directors of Parent Parent, Merger Sub I and Merger SubSub II. Subject only to the adoption of this Agreement and any Related Agreements to which Parent, Merger Sub I or Merger Sub II is a party by Parent as the sole stockholder of Merger SubSub I and Merger Sub II, with respect to which Parent has taken appropriate action before the execution and delivery of this Agreement, no further corporate proceedings on the part of Parent Parent, Merger Sub I or Merger Sub are II is necessary to authorize the execution and delivery of this Agreement and any Related Agreements to which Parent, Merger Sub I or Merger Sub II is a party and the consummation of the transactions contemplated hereby and thereby or will otherwise be sought by Parent. This Agreement has and any Related Agreements to which Parent, Merger Sub I or Merger Sub II is a party have been duly executed and delivered by Parent Parent, Merger Sub I and Merger Sub II and, assuming it is a they are valid and binding obligation obligations of the Company, constitutes a constitute valid and binding obligation obligations of Parent Parent, Merger Sub I and Merger Sub II enforceable in accordance with its their terms except as enforcement may be limited by general principles rules of equity law governing specific performance, injunctive relief and other equitable remedies whether applied in a court of OMM_US:72635225.5 law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generally. Except for (x) approvals under applicable Blue Sky laws and the filing of Form D with the SEC and (y) the filing of the Certificate of Merger with respect to the First Merger and the certificate of merger with respect to the Second Merger with the Secretary of State of the State of DelawareNevada, no authorization, consent or approval of, or filing with, any public body, court or authority is necessary on the part of Parent Parent, Merger Sub I or Merger Sub II for the consummation by Parent Parent, Merger Sub I or Merger Sub II of the transactions contemplated by this AgreementAgreement and any Related Agreements to which Parent, Merger Sub I or Merger Sub II is a party, except for such authorizations, consents, approvals and filings as to which the failure to obtain or make the same would not, in the aggregate, reasonably be expected to have a Material Adverse Effect on Parent Parent, Merger Sub I or Merger SubSub II, or adversely affect the consummation of the transactions contemplated hereby.

Authority Relative to this Agreement; Non-Contravention. Each of Parent and Merger Sub has the requisite corporate power and authority to enter into this Agreement, and to carry out its obligations hereunder. The execution and delivery of this Agreement by Parent and Merger Sub, and the consummation by Parent and Merger Sub of the transactions contemplated hereby have been duly authorized by the Boards of Directors of Parent and Merger Sub. Subject only Sub and, except for approval of the Parent Reincorporation by (a) the Board of Directors of Parent, and (b) the affirmative vote of a majority of votes that holders of the outstanding shares of Parent Common Stock are entitled to cast (the adoption of this Agreement by “Requisite Parent as the sole stockholder of Merger SubStockholder Vote”), with respect which will each be obtained prior to which Parent has taken appropriate action before the execution and delivery of this AgreementClosing, no further corporate proceedings on the part of Parent or Merger Sub are necessary to authorize the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby or will otherwise be sought by Parent. This Agreement has been duly executed and delivered by Parent and Merger Sub and, assuming it is a valid and binding obligation of the Company, constitutes a valid and binding obligation of Parent and Merger Sub enforceable in accordance with its terms except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generally. Except for (x) approvals under applicable Blue Sky laws and the filing of Form D with the SEC Securities and Exchange Commission, (y) the filing of the Certificate of Merger with the Delaware Secretary of State of State, and (z) the State of Delawarefilings required in connection with the Parent Reincorporation, including notices to FINRA, no authorization, consent or approval of, or filing with, any public body, court or authority is necessary on the part of Parent or Merger Sub for the consummation by Parent or Merger Sub of the transactions contemplated by this Agreement, except for such authorizations, consents, approvals and filings as to which the failure to obtain or make the same would not, in the aggregate, reasonably be expected to have a Material Adverse Effect on Parent or Merger Sub, or adversely affect the consummation of the transactions contemplated hereby.

Authority Relative to this Agreement; Non-Contravention. Each of Parent and Merger Sub has the requisite corporate power and authority to enter into this Agreement, and to carry out its obligations hereunder. The execution and delivery of this Agreement and any Related Agreements by Parent and Merger Sub, the Company and the consummation by Parent and Merger Sub the Company of the transactions contemplated hereby have been duly authorized by the Boards Board of Directors of Parent the Company and, except for approval of the First Merger and Merger Sub. Subject only to the adoption of this Agreement by Parent as the sole stockholder of Merger Sub, with respect and any Related Agreements to which Parent has taken appropriate action before the execution and delivery Company is a party by the unanimous affirmative vote of this Agreementall of the holders of the outstanding shares of Company Common Stock are entitled to cast (the “Requisite Company Stockholder Vote”), which will be obtained prior to Closing, no further other corporate proceedings on the part of Parent or Merger Sub the Company are necessary to authorize the execution and delivery of this Agreement and any Related Agreements to which the Company is a party and the consummation of the transactions contemplated hereby or will otherwise be sought by Parenthereby. This Agreement has and each of the Related Agreements to which the Company is a party have been duly executed and delivered by Parent and Merger Sub the Company and, assuming it is a they are valid and binding obligation of the Company, constitutes a valid and binding obligation obligations of Parent and Merger Sub Subs, constitutes valid and binding obligations of the Company enforceable in accordance with its their terms except as enforcement may be limited by general principles rules of equity law governing specific performance, injunctive relief and other equitable remedies whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generally. Except for (x) approvals under applicable Blue Sky laws and the filing of Form D with the SEC and (y) the filing of the Certificate of Merger with the Secretary of State of the State of DelawareNevada and the approval and adoption of this Agreement and each of the Related Agreements to which the Company is a party and the approval of the transactions contemplated hereby and thereby by the Requisite Company Stockholder Vote, no authorization, consent or approval of, or filing with, any public body, court or authority is necessary on the part of Parent or Merger Sub the Company for the consummation by Parent or Merger Sub the Company of the transactions contemplated by this AgreementAgreement and the Related Agreements to which it is a party, except for such authorizations, consents, approvals and filings as to which the failure to obtain or make the same would not, in the aggregate, reasonably be expected to have a Material Adverse Effect on Parent the Company or Merger Sub, or adversely affect the consummation of the transactions contemplated herebySurviving Corporation.

Authority Relative to this Agreement; Non-Contravention. Each of Parent and Merger Sub has the requisite corporate power and authority to enter into this Agreement, and to carry out perform its obligations hereunder. The execution and delivery of this Agreement by Parent and Merger Sub, and the consummation by Parent and Merger Sub of the transactions contemplated hereby have been duly authorized by the Boards Board of Directors of Parent and Merger Sub. Subject only to the adoption of this Agreement by Parent as the sole stockholder Stockholders of Merger Sub, with respect to which Parent has taken appropriate action before the execution Sub and delivery of this Agreement, no further corporate proceedings on the part of Parent or Merger Sub are necessary to authorize the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby or will otherwise be sought by Parent. This Agreement has been duly executed and delivered by Parent and Merger Sub and, assuming it is a valid and binding obligation of the CompanyXxxxx, constitutes a valid and binding obligation of Parent and Merger Sub enforceable in accordance with its terms except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generally. Except for (xa) approvals under applicable Blue Sky “blue sky” laws and the filing of Form D with the SEC SEC, (b) the filing of the Merger 8-K in accordance with the terms hereof, (c) filings with FINRA prior to the Effective Time, if applicable, and (yd) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, no authorization, consent or approval of, or filing with, any public body, court or authority is necessary on the part of Parent or Merger Sub for the consummation by Parent or Merger Sub of the transactions contemplated by this Agreement, except for such authorizations, consents, approvals and filings as to which the failure to obtain or make the same would not, in the aggregate, reasonably be expected to have a Material Adverse Effect on Parent or Merger Sub, or adversely affect the consummation of the transactions contemplated hereby.

Authority Relative to this Agreement; Non-Contravention. Each of Parent Equitex and Merger Sub has the requisite corporate power and authority to enter into this Agreement, and to carry out its obligations hereunder. The execution and delivery of this Agreement by Parent Equitex and Merger Sub, and the consummation by Parent Equitex and Merger Sub of the transactions contemplated hereby have been duly authorized by the Boards boards of Directors directors of Parent Equitex and Merger Sub. Subject only to Except for approval of the adoption of this Agreement Merger by Parent Equitex (as the sole stockholder of Merger Sub, ) in accordance with respect to which Parent has taken appropriate action before the execution DGCL and delivery the certificate of this Agreementincorporation and bylaws of Merger Sub, no further other corporate proceedings on the part of Parent Equitex or Merger Sub are necessary to authorize the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby or will otherwise be sought by Parenthereby. This Agreement has been duly executed and delivered by Parent Equitex and Merger Sub and, assuming it is a valid and binding obligation of the Company, constitutes a valid and binding obligation of Parent Equitex and Merger Sub enforceable in accordance with its terms terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generally. Except as set forth in Schedule 3.2, Equitex is not subject to, nor obligated under, any provision of (a) its articles or certificate of incorporation or bylaws, (b) any agreement, arrangement or understanding, (c) any license, franchise or permit, nor (d) subject to obtaining the approvals referred to in the next sentence, any law, regulation, order, judgment or decree, which would conflict with, be breached or violated, or in respect of which a right of termination or acceleration or any security interest, charge or encumbrance on any of its assets would be created, by the execution, delivery or performance of this Agreement or the consummation of the transactions contemplated hereby, other than any such conflicts, breaches, violations, rights of termination or acceleration or security interests, charges or encumbrances which, in the aggregate, could not reasonably be expected to have a Material Adverse Effect on Equitex. Except for (xi) approvals under applicable Blue Sky laws and the filing of Form D with the SEC and blue sky laws, (yii) the filing of the Certificate of Merger with the Delaware Secretary of State of the State of DelawareState, and (iii) such filings, authorizations or approvals as may be set forth in Schedule 3.2, no authorization, consent or approval of, or filing with, any public body, court or authority is necessary on the part of Parent or Merger Sub Equitex for the consummation by Parent Equitex or Merger Sub of the transactions contemplated by this Agreement, except for such authorizations, consents, approvals and filings as to which the failure to obtain or make the same would not, in the aggregate, reasonably be expected to have a Material Adverse Effect on Parent Equitex or Merger Sub, or adversely affect the consummation of the transactions contemplated hereby.

Authority Relative to this Agreement; Non-Contravention. Each of Parent and Merger Sub has the requisite corporate power and authority to enter into this Agreement, and to carry out its obligations hereunder. The execution and delivery of this Agreement by Parent and Merger Sub, and the consummation by Parent and Merger Sub of the transactions contemplated hereby have been duly authorized by the Boards of Directors of Parent and Merger Sub. Subject only to the adoption of this Agreement by Parent as the sole stockholder of Merger SubSub and the adoption of the Domestication by a special resolution of Parent being the affirmative vote of two-thirds (2/3) of the votes of those who attend in person or by proxy and vote at an extraordinary general meeting of the members of Parent, with respect obtained prior to which Parent has taken appropriate action before the execution and delivery of this AgreementClosing, no further corporate proceedings on the part of Parent or Merger Sub are necessary to authorize the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby or will otherwise be sought by Parent. This Agreement has been duly executed and delivered by Parent and Merger Sub and, assuming it is a valid and binding obligation of the Company, constitutes a valid and binding obligation of Parent and Merger Sub enforceable in accordance with its terms except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generally. Except for (xi) approvals under applicable Blue Sky laws and the filing of Form D with the SEC and (yii) the filing of the Certificate Certificates of Merger and Domestication with the Delaware Secretary of State of the State of DelawareState, no authorization, consent or approval of, or filing with, any public body, court or authority is necessary on the part of Parent or Merger Sub for the consummation by Parent or Merger Sub of the transactions contemplated by this Agreement, except for such authorizations, consents, approvals and filings as to which the failure to obtain or make the same would not, in the aggregate, reasonably be expected to have a Material Adverse Effect on Parent or Merger Sub, or adversely affect the consummation of the transactions contemplated hereby.