Common use of Authority to Execute and Perform Agreement; No Breach Clause in Contracts

Authority to Execute and Perform Agreement; No Breach. Such Shareholder has the full legal right and power and all authority and approval required to enter into, execute and deliver this Agreement, and to sell, assign, transfer and convey the Company Shares owned by such Shareholder and to perform fully their respective obligations hereunder. This Agreement has been duly executed and delivered by such Shareholder and, assuming due execution and delivery by, and enforceability against, Purchaser, constitutes the valid and binding obligation of such Shareholder enforceable in accordance with its terms, subject to the qualifications that enforcement of the rights and remedies created hereby is subject to (i) bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors, and (ii) general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law). No approval or consent of, or filing with, any governmental or regulatory body, and no approval or consent of, or filing with, any other person is required to be obtained by such Shareholder or in connection with the execution and delivery by such Shareholder of this Agreement and consummation and performance by them of the transactions contemplated hereby, other than as set forth on Schedule 1.2. The execution, delivery and performance of this Agreement by such Shareholder and the consummation of the transactions contemplated hereby in accordance with the terms and conditions hereof by such Shareholder will not:

Authority to Execute and Perform Agreement; No Breach. Such Each Shareholder has the full legal right and power and all authority and approval required to enter into, execute and deliver this Agreement, and to sell, assign, transfer and convey the Company Shares owned by such Shareholder USAVE Stock and to perform fully their respective obligations hereunder. This Agreement has been duly executed and delivered by such each Shareholder and, assuming due execution and delivery by, and enforceability against, PurchaserBETA, constitutes the valid and binding obligation of such each Shareholder enforceable in accordance with its terms, subject to the qualifications that enforcement of the rights and remedies created hereby is subject to (i) bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors, and (ii) general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law). No approval or consent of, or filing with, any governmental or regulatory body, and no approval or consent of, or filing with, any other person is required to be obtained by such Shareholder the Shareholders or in connection with the execution and delivery by such Shareholder the Shareholders of this Agreement and consummation and performance by them of the transactions contemplated hereby, other than as set forth on Schedule 1.23.2. The execution, delivery and performance of this Agreement by such each Shareholder and the consummation of the transactions contemplated hereby in accordance with the terms and conditions hereof by such each Shareholder will not:

Authority to Execute and Perform Agreement; No Breach. Such Each Shareholder has the full legal right and power and all authority and approval required to enter into, execute and deliver this Agreement, and to sell, assign, transfer and convey the Company Shares owned by such Shareholder Holding Co Stock and to perform fully their his respective obligations hereunder. This Agreement has been duly executed and delivered by such each Shareholder and, assuming due execution and delivery by, and enforceability against, PurchaserPublic Company, constitutes the valid and binding obligation of such each Shareholder enforceable in accordance with its terms, subject to the qualifications that enforcement of the rights and remedies created hereby is subject to (ia) applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors, and (iib) general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law). No approval or consent of, or filing with, any governmental or regulatory bodyGovernmental Entity, and no approval or consent of, or filing withfiling, with any other person Person is required to be obtained by such Shareholder the Shareholders or in connection with the execution and delivery by such Shareholder the Shareholders of this Agreement and consummation and performance by them of the transactions contemplated hereby, other than as set forth on Schedule 1.2. The execution, delivery and performance of this Agreement by such each Shareholder and the consummation of the transactions contemplated hereby in accordance with the terms and conditions hereof by such each Shareholder will not:

Authority to Execute and Perform Agreement; No Breach. Such Each Shareholder and his affiliates has the full legal right and power and all authority and approval required to enter into, execute and deliver this Agreement, and to sell, assign, transfer and convey the Company Shares owned by such Shareholder MSSI Stock and to perform fully their respective obligations hereunder. This Agreement has been duly executed and delivered by such each Shareholder and, assuming due execution and delivery by, and enforceability against, PurchaserSSI, constitutes the valid and binding obligation of such each Shareholder enforceable in accordance with its terms, subject to the qualifications that enforcement of the rights and remedies created hereby is subject to (i) bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors, and (ii) general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law). No approval or consent of, or filing with, any governmental or regulatory body, and no approval or consent of, or filing with, any other person is required to be obtained by such Shareholder the Shareholders or his affiliates or in connection with the execution and delivery by such Shareholder the Shareholders of this Agreement and consummation and performance by them of the transactions contemplated hereby, other than as set forth on Schedule 1.2. The execution, delivery and performance of this Agreement by such each Shareholder and the consummation of the transactions contemplated hereby in accordance with the terms and conditions hereof by such each Shareholder will not:

Authority to Execute and Perform Agreement; No Breach. Such Shareholder has Ascot and Caribsun each have the full legal right and power and all authority and approval required to enter into, execute and deliver this Agreement, and to sell, assign, transfer and convey the Company Caribsun Shares owned by such Shareholder and to perform fully their respective obligations hereunder. This Agreement has been duly executed and delivered by such Shareholder Ascot and Caribsun and, assuming due execution and delivery by, and enforceability against, Purchaser, constitutes the valid and binding obligation of such Shareholder Ascot and Caribsun enforceable in accordance with its terms, subject to the qualifications that enforcement of the rights and remedies created hereby is subject to (i) bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors, and (ii) general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law). No approval or consent of, or filing with, any governmental or regulatory body, and no approval or consent of, or filing with, any other person is required to be obtained by such Shareholder Ascot or in connection with the execution and delivery by such Shareholder Ascot of this Agreement and consummation and performance by them of the transactions contemplated hereby, other than as set forth on Schedule 1.2. The execution, delivery and performance of this Agreement by such Shareholder Ascot and the consummation of the transactions contemplated hereby in accordance with the terms and conditions hereof by such Shareholder Ascot and Caribsun will not:

Authority to Execute and Perform Agreement; No Breach. Such Each Shareholder has the full legal right and power and all authority and approval required to enter into, execute and deliver this Agreement, and to sell, assign, transfer and convey the Company Shares owned by such Shareholder NYBD Stock and to perform fully their respective obligations hereunder. This Agreement has been duly executed and delivered by such each Shareholder and, assuming due execution and delivery by, and enforceability against, PurchaserLEAGUE NOW , constitutes the valid and binding obligation of such each Shareholder enforceable in accordance with its terms, subject to the qualifications that enforcement of the rights and remedies created hereby is subject to (i) bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors, and (ii) general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law). No approval or consent of, or filing with, any governmental or regulatory body, and no approval or consent of, or filing with, any other person is required to be obtained by such Shareholder the Shareholders or in connection with the execution and delivery by such Shareholder the Shareholders of this Agreement and consummation and performance by them of the transactions contemplated hereby, other than as set forth on Schedule 1.23.2. The execution, delivery and performance of this Agreement by such each Shareholder and the consummation of the transactions contemplated hereby in accordance with the terms and conditions hereof by such each Shareholder will not:

Authority to Execute and Perform Agreement; No Breach. Such Each Principal Shareholder has the full legal right and power and all authority and approval required to enter into, execute and deliver this Agreement, and to sell, assign, transfer and convey the Company Shares owned by such Shareholder Mxxx Jxxx Group Stock and to perform fully their respective obligations hereunder. This Agreement has been duly executed and delivered by such each Principal Shareholder and, assuming due execution and delivery by, and enforceability against, Purchaseragainst Pladeo, constitutes the valid and binding obligation of such each Principal Shareholder enforceable in accordance with its terms, subject to the qualifications that enforcement of the rights and remedies created hereby is subject to (i) bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors, and (ii) general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law). No approval or consent of, or filing with, any governmental or regulatory body, and no approval or consent of, or filing with, any other person is required to be obtained by such Shareholder the Principal Shareholders or in connection with the execution and delivery by such Shareholder the Principal Shareholders of this Agreement and consummation and performance by them of the transactions contemplated hereby, other than as set forth on Schedule 1.2in the Transmittal Letter. The execution, delivery and performance of this Agreement by such each Principal Shareholder and the consummation of the transactions contemplated hereby in accordance with the terms and conditions hereof by such each Principal Shareholder will not:

Authority to Execute and Perform Agreement; No Breach. Such Shareholder eGo has the full legal right and power and all authority and approval required to enter into, execute and deliver this Agreement, and to sell, assign, transfer and convey the Company Shares owned by such Shareholder eGo Stock and to perform fully their respective obligations hereunder. This Agreement has been duly executed and delivered by such Shareholder officers of eGo and, assuming due execution and delivery by, and enforceability against, PurchaserAmerican Security Resources, constitutes the valid and binding obligation of such Shareholder eGo enforceable in accordance with its terms, subject to the qualifications that enforcement of the rights and remedies created hereby is subject to (i) bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors, and (ii) general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law). No approval or consent of, or filing with, any governmental or regulatory body, and no approval or consent of, or filing with, any other person is required to be obtained by such Shareholder the Shareholders or in connection with the execution and delivery by such Shareholder the Shareholders of this Agreement and consummation and performance by them of the transactions contemplated hereby, other than as set forth on Schedule 1.2. The execution, delivery and performance of this Agreement (including but not limited to the employment agreement incorporated by such Shareholder reference pursuant to Section 6 hereto) by the Shareholders and the consummation of the transactions contemplated hereby in accordance with the terms and conditions hereof by such Shareholder hereof, the Shareholders will not:

Authority to Execute and Perform Agreement; No Breach. Such Each Shareholder has the full legal right and power and all authority and approval required to enter into, execute and deliver this Agreement, and to sell, assign, transfer and convey the Company S2 New York Shares owned by such Shareholder and to perform fully their respective obligations hereunder. This Agreement has been duly executed and delivered by such each Shareholder and, assuming due execution and delivery by, and enforceability against, Purchaseragainst INCA, constitutes the valid and binding obligation of such each Shareholder enforceable in accordance with its terms, subject to the qualifications that enforcement of the rights and remedies created hereby is subject to (i) bankruptcy, insolvency, reorganization, moratorium moratorium, and other laws of general application affecting the rights and remedies of creditors, and (ii) general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law). No approval or consent of, or filing with, any governmental or regulatory body, and no approval or consent of, or filing with, any other person is required to be obtained by such Shareholder the Shareholders or in connection with the execution and delivery by such Shareholder the Shareholders of this Agreement and consummation and performance by them of the transactions contemplated hereby, other than as set forth on Schedule 1.2. The execution, delivery and performance of this Agreement by such each Shareholder and the consummation of the transactions contemplated hereby in accordance with the terms and conditions hereof by such each Shareholder will not:

Authority to Execute and Perform Agreement; No Breach. Such Each Shareholder has the full legal right and power and all authority and approval required to enter into, execute and deliver this Agreement, and to sell, assign, transfer and convey the Company Shares owned by such Shareholder FNDB Stock and to perform fully their respective obligations hereunder. This Agreement has been duly executed and delivered by such each Shareholder and, assuming due execution and delivery by, and enforceability against, PurchaserBe Safe, constitutes the valid and binding obligation of such each Shareholder enforceable in accordance with its terms, subject to the qualifications that enforcement of the rights and remedies created hereby is subject to (i) bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors, and (ii) general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law). No approval or consent of, or filing with, any governmental or regulatory body, and no approval or consent of, or filing with, any other person is required to be obtained by such Shareholder the Shareholders or in connection with the execution and delivery by such Shareholder the Shareholders of this Agreement and consummation and performance by them of the transactions contemplated hereby, other than as set forth on Schedule 1.23.2. The execution, delivery and performance of this Agreement by such each Shareholder and the consummation of the transactions contemplated hereby in accordance with the terms and conditions hereof by such each Shareholder will not: