Common use of Authorization, Validity and Enforceability of Agreements Clause in Contracts

Authorization, Validity and Enforceability of Agreements. PBCW has all corporate power and authority to execute and deliver this Agreement and all agreements, instruments and other documents to be executed and delivered in connection with the transactions contemplated by this Agreement to perform its obligations hereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement by PBCW and the consummation by PBCW of the transactions contemplated hereby and thereby, have been duly authorized by all necessary corporate action of PBCW, and no other corporate proceedings on the part of PBCW are necessary to authorize this Agreement or to consummate the transactions contemplated hereby and thereby. This Agreement constitutes the valid and legally binding obligation of PBCW and is enforceable in accordance with its terms, except as such enforcement may be limited by general equitable principles, or by bankruptcy, insolvency and other similar laws affecting the enforcement of creditors rights generally. PBCW does not need to give any notice to, make any filings with, or obtain any authorization, consent or approval of any government or governmental agency or other person in order for it to consummate the transactions contemplated by this Agreement, other than filings that may be required or permitted under states securities laws, the Securities Act and/or the Exchange Act resulting from the issuance of the PBCW Shares or in connection with the Share Exchange.

Authorization, Validity and Enforceability of Agreements. PBCW GWBU has all corporate power and authority to execute and deliver this Agreement and all agreements, instruments and other documents to be executed and delivered in connection with the transactions contemplated by this Agreement to perform its obligations hereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement by PBCW GWBU and the consummation by PBCW GWBU of the transactions contemplated hereby and thereby, have been duly authorized by all necessary corporate action of PBCWGWBU, and no other corporate proceedings on the part of PBCW GWBU are necessary to authorize this Agreement or to consummate the transactions contemplated hereby and thereby. This Agreement constitutes the valid and legally binding obligation of PBCW GWBU and is enforceable in accordance with its terms, except as such enforcement may be limited by general equitable principles, or by bankruptcy, insolvency and other similar laws affecting the enforcement of creditors rights generally. PBCW GWBU does not need to give any notice to, make any filings with, or obtain any authorization, consent or approval of any government or governmental agency or other person in order for it to consummate the transactions contemplated by this Agreement, other than filings that may be required or permitted under states securities laws, the Securities Act and/or the Exchange Act resulting from the issuance of the PBCW GWBU Shares or securities in connection with the Share Exchange.

Authorization, Validity and Enforceability of Agreements. PBCW Shell Company has all full corporate power and authority to execute and deliver this Agreement and all agreements, instruments and other documents to be executed and delivered in connection with the transactions contemplated by this Agreement to perform its obligations hereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement by PBCW Shell Company and the consummation by PBCW Shell Company of the transactions contemplated hereby and thereby, have been duly authorized by all necessary corporate action of PBCWShell Company, and no other corporate proceedings on the part of PBCW Shell Company are necessary to authorize this Agreement or to consummate the transactions contemplated hereby and thereby. This Agreement constitutes the valid and legally binding obligation of PBCW Shell Company and is enforceable in accordance with its termsterms against it, except as such enforcement may be limited by general equitable principles, or by bankruptcy, insolvency and other similar laws affecting the enforcement of creditors creditor’s rights generally. PBCW does Shell Company needs not need to give any notice to, make any filings with, or obtain any authorization, consent or approval of any government or governmental agency or other person in order for it to consummate the transactions contemplated by this Agreement, other than filings that may be required or permitted under states securities laws, the Securities Act and/or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), resulting from the issuance of the PBCW Shares or in connection with the Share Exchange.Exchanged Shell Company Shares. EXHIBIT 2.1

Authorization, Validity and Enforceability of Agreements. PBCW Ubiquity has all corporate power and authority to execute and deliver this Agreement and all agreements, instruments and other documents to be executed and delivered in connection with the transactions contemplated by this Agreement to perform its obligations hereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement by PBCW Ubiquity and the consummation by PBCW Ubiquity of the transactions contemplated hereby and thereby, have been duly authorized by all necessary corporate action of PBCWUbiquity, and no other corporate proceedings on the part of PBCW Ubiquity are necessary to authorize this Agreement or to consummate the transactions contemplated hereby and thereby. This Agreement constitutes the valid and legally binding obligation of PBCW Ubiquity and is enforceable in accordance with its terms, except as such enforcement may be limited by general equitable principles, or by bankruptcy, insolvency and other similar laws affecting the enforcement of creditors creditors’ rights generally. PBCW Ubiquity does not need to give any notice to, make any filings with, or obtain any authorization, consent or approval of any government or governmental agency or other person in order for it to consummate the transactions contemplated by this Agreement, other than filings that may be required or permitted under states securities laws, the Securities Act and/or the Exchange Act resulting from the issuance of the PBCW Shares or in connection with the Share ExchangeUbiquity Shares.

Authorization, Validity and Enforceability of Agreements. PBCW TPHX has all corporate power and authority to execute and deliver this Agreement and all agreements, instruments and other documents to be executed and delivered in connection with the transactions contemplated by this Agreement (collectively the “Agreements”) to perform its obligations hereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement the Agreements by PBCW TPHX and the consummation by PBCW TPHX of the transactions contemplated hereby and thereby, have been duly authorized by all necessary corporate action of PBCWTPHX, and no other corporate proceedings on the part of PBCW TPHX are necessary to authorize this Agreement the Agreements or to consummate the transactions contemplated hereby and thereby. This Agreement constitutes The Agreements constitute the valid and legally binding obligation of PBCW TPHX and is enforceable in accordance with its terms, except as such enforcement may be limited by general equitable principles, or by bankruptcy, insolvency and other similar laws affecting the enforcement of creditors rights generally. PBCW TPHX does not need to give any notice to, make any filings with, or obtain any authorization, consent or approval of any government or governmental agency or other person party in order for it to consummate the transactions contemplated by this Agreementany of the Agreements, other than filings that may be required or permitted under states securities laws, the Securities Act and/or the Exchange Act resulting from the issuance of the PBCW TPHX Shares or in connection with the Share Exchange.

Authorization, Validity and Enforceability of Agreements. PBCW HMSM has all corporate power and authority to execute and deliver this Agreement and all agreements, instruments and other documents to be executed and delivered in connection with the transactions contemplated by this Agreement to perform its obligations hereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement by PBCW HMSM and the consummation by PBCW HMSM of the transactions contemplated hereby and thereby, have been duly authorized by all necessary corporate action of PBCWHMSM, and no other corporate proceedings on the part of PBCW HMSM are necessary to authorize this Agreement or to consummate the transactions contemplated hereby and thereby. This Agreement constitutes the valid and legally binding obligation of PBCW HMSM and is enforceable in accordance with its terms, except as such enforcement may be limited by general equitable principles, or by bankruptcy, insolvency and other similar laws affecting the enforcement of creditors rights generally. PBCW HMSM does not need to give any notice to, make any filings with, or obtain any authorization, consent or approval of any government or governmental agency or other person in order for it to consummate the transactions contemplated by this Agreement, other than filings that may be required or permitted under states securities laws, the Securities Act and/or the Securities Exchange Act of 1934, as amended (the “Exchange Act”) resulting from the issuance of the PBCW Shares or in connection with the Share ExchangeHMSM Shares.

Authorization, Validity and Enforceability of Agreements. PBCW FormulaWon has all corporate power and authority to execute and deliver this Agreement and all agreements, instruments and other documents to be executed and delivered in connection with the transactions contemplated by this Agreement to perform its obligations hereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement by PBCW FormulaWon and the consummation by PBCW FormulaWon of the transactions contemplated hereby and thereby, have been duly authorized by all necessary corporate action of PBCWFormulaWon, and no other corporate proceedings on the part of PBCW FormulaWon are necessary to authorize this Agreement or to consummate the transactions contemplated hereby and thereby. This Agreement constitutes the valid and legally binding obligation of PBCW FormulaWon and is enforceable in accordance with its terms, except as such enforcement may be limited by general equitable principles, or by bankruptcy, insolvency and other similar laws affecting the enforcement of creditors rights generally. PBCW FormulaWon does not need to give any notice to, make any filings with, or obtain any authorization, consent or approval of any government or governmental agency or other person in order for it to consummate the transactions contemplated by this Agreement, other than filings that may be required or permitted under states securities laws, the Securities Act and/or the Exchange Act resulting from the issuance of the PBCW FormulaWon Shares or securities in connection with the Share ExchangePrivate Placement.