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

Authorization, Validity and Enforceability of Agreements. GMEL 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 GMEL and the consummation by GMEL of the transactions contemplated hereby and thereby, have been duly authorized by all necessary corporate action of GMEL, and no other corporate proceedings on the part of GMEL 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 GMEL 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. GMEL 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 (the “Exchange Act”) resulting from the issuance of the GMEL Shares.

Authorization, Validity and Enforceability of Agreements. GMEL DMHI 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 GMEL DMHI and the consummation by GMEL DMHI of the transactions contemplated hereby and thereby, have been duly authorized by all necessary corporate action of GMELDMHI, and no other corporate proceedings on the part of GMEL DMHI 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 GMEL DMHI 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. GMEL DMHI 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 (the “Exchange Act”) resulting from the issuance of the GMEL SharesDMHI Shares or in connection with the Share Exchange.

Authorization, Validity and Enforceability of Agreements. GMEL CDYY 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 GMEL CDYY and the consummation by GMEL CDYY of the transactions contemplated hereby and thereby, have been duly authorized by all necessary corporate action of GMELCDYY, and no other corporate proceedings on the part of GMEL CDYY 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 GMEL CDYY 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’ creditor’s rights generally. GMEL CDYY 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 (the “Exchange Act”) resulting from the issuance of the GMEL SharesCDYY Shares or securities in connection with the Private Placement.

Authorization, Validity and Enforceability of Agreements. GMEL NCDI 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 GMEL NCDI and the consummation by GMEL NCDI of the transactions contemplated hereby and thereby, have been duly authorized by all necessary corporate action of GMELNCDI, and no other corporate proceedings on the part of GMEL NCDI 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 GMEL NCDI 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. GMEL NCDI 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 (the “Exchange Act”) resulting from the issuance of the GMEL SharesNCDI Shares or securities in connection with the Private Placement.

Authorization, Validity and Enforceability of Agreements. GMEL League Now 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 GMEL League Now and the consummation by GMEL League Now of the transactions contemplated hereby and thereby, have been duly authorized by all necessary corporate action of GMELLeague Now, and no other corporate proceedings on the part of GMEL League Now 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 GMEL League Now 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’ creditor’s rights generally. GMEL League Now 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 (the “Exchange Act”) resulting from the issuance of the GMEL League Now Shares.

Authorization, Validity and Enforceability of Agreements. GMEL PRTN 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 GMEL PRTN and the consummation by GMEL PRTN of the transactions contemplated hereby and thereby, have been duly authorized by all necessary corporate action of GMELPRTN, and no other corporate proceedings on the part of GMEL PRTN 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 GMEL PRTN 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. GMEL PRTN 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 (the “Exchange Act”) resulting from the issuance of the GMEL SharesPRTN Shares or securities in connection with the Private Placement.

Authorization, Validity and Enforceability of Agreements. GMEL IDVC 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 GMEL IDVC and the consummation by GMEL IDVC of the transactions contemplated hereby and thereby, have been duly authorized by all necessary corporate action of GMELIDVC, and no other corporate proceedings on the part of GMEL IDVC 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 GMEL IDVC 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. GMEL IDVC 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 (the “Exchange Act”) resulting from the issuance of the GMEL SharesIDVC Shares or securities in connection with the Private Placement.

Authorization, Validity and Enforceability of Agreements. GMEL SFCF 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 GMEL SFCF and the consummation by GMEL SFCF of the transactions contemplated hereby and thereby, have been duly authorized by all necessary corporate action of GMELSFCF, and no other corporate proceedings on the part of GMEL SFCF 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 GMEL SFCF 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. GMEL SFCF 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 (the “Exchange Act”) resulting from the issuance of the GMEL SharesSFCF Shares or securities in connection with the Private Placement.