Common use of Authority Relative to this Agreement; Recommendation Clause in Contracts

Authority Relative to this Agreement; Recommendation. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by the Board of Directors of the Company (the "Company Board") and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the transactions contemplated hereby, except, with respect to consummation of the Merger, the adoption of this Agreement by the holders of a majority of the then outstanding Shares. This Agreement has been duly and validly executed and delivered by the Company and constitutes a valid, legal and binding agreement of the Company, enforceable against the Company in accordance with its terms. (b) The Company Board has resolved to recommend that the stockholders of the Company approve and adopt this Agreement.

Authority Relative to this Agreement; Recommendation. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by the Board of Directors of the Company (the "Company BoardCOMPANY BOARD") and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the transactions contemplated hereby, except, with respect to consummation of hereby except the Merger, the approval and adoption of this Agreement by the holders of a majority of the then outstanding Shares. This Agreement has been duly and validly executed and delivered by the Company and constitutes a valid, legal and binding agreement of the Company, Company enforceable against the Company in accordance with its terms. (b) The Company Board has unanimously resolved to recommend that the stockholders of the Company approve and adopt this AgreementAgreement and vote in favor of the Merger.

Authority Relative to this Agreement; Recommendation. (a) The Company ANYD has all necessary corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by the Board of Directors of the Company ANYD (the "Company ANYD Board") and no other corporate proceedings on the part of the Company ANYD are necessary to authorize this Agreement or to consummate the transactions contemplated hereby, except, with respect as referred to consummation of the Mergerin Section 2.17, the approval and adoption of this Agreement by the holders of at least a majority of the then outstanding ANYD Shares. This Agreement has been duly and validly executed and delivered by the Company ANYD and constitutes a valid, legal and binding agreement of the CompanyANYD, enforceable against the Company ANYD in accordance with its terms. (b) The Company ANYD Board has resolved to recommend that the stockholders of the Company ANYD approve and adopt this Agreement.

Authority Relative to this Agreement; Recommendation. (a) The Company HAIR has all necessary corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by the Board of Directors of the Company HAIR (the "Company HAIR Board") ), and no other corporate proceedings on the part of the Company HAIR are necessary to authorize this Agreement or to consummate the transactions contemplated hereby, except, with respect as referred to consummation of the Mergerin Section 3.17, the approval and adoption of this Agreement by the holders of at least a majority of the then outstanding HAIR Shares. This Agreement has been duly and validly executed and delivered by the Company HAIR and constitutes a valid, legal and binding agreement of the CompanyHAIR, enforceable against the Company HAIR in accordance with its terms. (b) The Company HAIR Board has resolved to recommend that the stockholders sole stockholder of the Company approve HAIR approved and adopt adopted this Agreement.

Authority Relative to this Agreement; Recommendation. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by the Board of Directors of the Company (the "Company Board") and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the transactions contemplated hereby, except, with respect to consummation of hereby except the Merger, the approval and adoption of this Agreement by the holders of a majority of the then outstanding Shares. This Agreement has been duly and validly executed and delivered by the Company and constitutes a valid, legal and binding agreement of the CompanyCompany enforceable, enforceable against the Company in accordance with its terms. (b) The Company Board has unanimously resolved to recommend that the stockholders of the Company approve and adopt this Agreement.

Authority Relative to this Agreement; Recommendation. (a) The Company PRO has all necessary corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by the Board of Directors of the Company PRO (the "Company PRO Board") and no other corporate proceedings on the part of the Company PRO are necessary to authorize this Agreement or to consummate the transactions contemplated hereby, except, with respect as referred to consummation of the Mergerin Section 2.17, the approval and adoption of this Agreement by the holders of at least a majority of the then outstanding PRO Shares. This Agreement has been duly and validly executed and delivered by the Company PRO and constitutes a valid, legal and binding agreement of the CompanyPRO, enforceable against the Company PRO in accordance with its terms. (b) The Company PRO Board has resolved to recommend that the stockholders of the Company PRO approve and adopt this Agreement.

Authority Relative to this Agreement; Recommendation. (a) The Company XXX has all necessary corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by the Board of Directors of the Company XXX (the "Company XXX Board") ), and no other corporate proceedings on the part of the Company XXX are necessary to authorize this Agreement or to consummate the transactions contemplated hereby, except, with respect as referred to consummation of the Mergerin Section 3.17, the approval and adoption of this Agreement by the holders of at least a majority of the then outstanding XXX Shares. This Agreement has been duly and validly executed and delivered by the Company XXX and constitutes a valid, legal and binding agreement of the CompanyXXX, enforceable against the Company XXX in accordance with its terms. (b) The Company XXX Board has resolved to recommend that the stockholders sole stockholder of the Company approve XXX approved and adopt adopted this Agreement.

Authority Relative to this Agreement; Recommendation. (a) The Company RITEWIRE has all necessary corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by the Board of Directors of the Company RITEWIRE (the "Company “RITEWIRE Board") ”), and no other corporate proceedings on the part of the Company RITEWIRE are necessary to authorize this Agreement or to consummate the transactions contemplated hereby, except, with respect as referred to consummation of the Mergerin Section 3.17, the approval and adoption of this Agreement by the holders of at least a majority of the then outstanding RITEWIRE Shares. This Agreement has been duly and validly executed and delivered by the Company RITEWIRE and constitutes a valid, legal and binding agreement of the CompanyRITEWIRE, enforceable against the Company RITEWIRE in accordance with its terms. (b) The Company RITEWIRE Board has resolved to recommend that the stockholders of the Company RITEWIRE approve and adopt this Agreement.