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

Authority to Execute and Perform Agreement; No Breach. 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 IPoint Stock and to perform fully their obligations hereunder. This Agreement has been duly executed and delivered by the Shareholder and, assuming due execution and delivery by, and enforceability against Swordfish, constitutes the valid and binding obligation of the 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 the Shareholder or in connection with the execution and delivery by the Shareholder of this Agreement and consummation and performance by them of the transactions contemplated hereby. The execution, delivery and performance of this Agreement by the Shareholder and the consummation of the transactions contemplated hereby in accordance with the terms and conditions hereof by each Shareholder will not: (a) violate, conflict with or result in the breach of any of the terms of, or constitute (or with notice or lapse of time or both would constitute) a default under, any contract, lease, agreement or other instrument or obligation to which the Shareholder is a party or by or to which any of the properties and assets of the Shareholder may be bound or subject; (b) violate any order, judgment, injunction, award or decree of any court, arbitrator, governmental or regulatory body, by which a Shareholder or the securities, assets, properties or business of any of them is bound; or (c) violate any statute, law or regulation.

Authority to Execute and Perform Agreement; No Breach. Shareholder EESV 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 IPoint Subsidiary Stock and to perform fully their his respective obligations hereunder. This Agreement has been duly executed and delivered by the Shareholder EESV and, assuming due execution and delivery by, and enforceability against Swordfishagainst, Blaze, constitutes the valid and binding obligation of the Shareholder EESV 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 the Shareholder EESV or in connection with the execution and delivery by the Shareholder EESV of this Agreement and consummation and performance by them of the transactions contemplated hereby. The execution, delivery and performance of this Agreement by the Shareholder EESV and the consummation of the transactions contemplated hereby in accordance with the terms and conditions hereof by each Shareholder EESV will not: (a) violate, conflict with or result in the breach of any of the terms of, or constitute (or with notice or lapse of time or both would constitute) a default under, any contract, lease, agreement or other instrument or obligation to which the Shareholder EESV is a party or by or to which any of the properties and assets of the Shareholder may be bound or subjectparty; (b) violate any order, judgment, injunction, award or decree of any court, arbitrator, governmental or regulatory body, by which a Shareholder EESV or the securities, assets, properties or business of any of them EESV is bound; or (c) violate any statute, law or regulationregulation to which EESV is subject.

Authority to Execute and Perform Agreement; No Breach. 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 IPoint Global Stock and to perform fully their respective obligations hereunder. This Agreement has been duly executed and delivered by the each Shareholder and, assuming due execution and delivery by, and enforceability against Swordfish1STOP, constitutes the valid and binding obligation of the 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 the Shareholder Shareholders or in connection with the execution and delivery by the Shareholder Shareholders of this Agreement and consummation and performance by them of the transactions contemplated hereby. The execution, delivery and performance of this Agreement by the each Shareholder and the consummation of the transactions contemplated hereby in accordance with the terms and conditions hereof by each Shareholder will not: (a) violate, conflict with or result in the breach of any of the terms of, or constitute (or with notice or lapse of time or both would constitute) a default under, any contract, lease, agreement or other instrument or obligation to which the a Shareholder is a party or by or to which any of the properties and assets of any of the Shareholder Shareholders may be bound or subject; (b) violate any order, judgment, injunction, award or decree of any court, arbitrator, governmental or regulatory body, by which a Shareholder or the securities, assets, properties or business of any of them is bound; or (c) violate any statute, law or regulation.

Authority to Execute and Perform Agreement; No Breach. Shareholder Radiant has the full legal right and power and all authority and approval required to enter into, execute and deliver this Agreement, and to issue, sell, assign, transfer and convey the IPoint Stock Radiant Shares and to perform fully their respective obligations hereunder. This Agreement has been duly executed and delivered by the Shareholder Radiant and, assuming due execution and delivery by, and enforceability against Swordfishagainst, Radiant, constitutes the valid and binding obligation of the Shareholder Radiant 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 the Shareholder Radiant or in connection with the execution and delivery by the Shareholder Radiant of this Agreement and consummation and performance by them of the transactions contemplated hereby. The execution, delivery and performance of this Agreement by the Shareholder Radiant and the consummation of the transactions contemplated hereby in accordance with the terms and conditions hereof by each Shareholder Radiant will not: (a) violate, conflict with or result in the breach of any of the terms of, or constitute (or with notice or lapse of time or both would constitute) a default under, any contract, lease, agreement or other instrument or obligation to which the Shareholder Radiant is a party or by or to which any of the properties and assets of the Shareholder Radiant may be bound or subject; (b) violate any order, judgment, injunction, award or decree of any court, arbitrator, governmental or regulatory body, by which a Shareholder Radiant, or the securities, assets, properties or business of any of them is bound; or (c) violate any statute, law or regulationregulation to which Radiant is subject.