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

Authorization, Validity and Enforceability of Agreements. OCLL 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 the Agreements by OCLL and the consummation by OCLL of the transactions contemplated hereby and thereby, have been duly authorized by all necessary corporate action of OCLL, and no other corporate proceedings on the part of OCLL are necessary to authorize the Agreements or to consummate the transactions contemplated hereby and thereby. The Agreements constitute the valid and legally binding obligation of OCLL 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. OCLL 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 party in order for it to consummate the transactions contemplated by any of the Agreements, resulting from the issuance of the OCLL Shares in connection with the Share Exchange.

Authorization, Validity and Enforceability of Agreements. OCLL APSI 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 the Agreements by OCLL APSI and the consummation by OCLL APSI of the transactions contemplated hereby and thereby, have been duly authorized by all necessary corporate action of OCLLAPSI, and no other corporate proceedings on the part of OCLL APSI are necessary to authorize the Agreements or to consummate the transactions contemplated hereby and thereby. The Agreements constitute the valid and legally binding obligation of OCLL APSI 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. OCLL APSI 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 party in order for it to consummate the transactions contemplated by any of the Agreements, resulting from the issuance of the OCLL APSI Shares in connection with the Share Exchange.

Authorization, Validity and Enforceability of Agreements. OCLL RETC 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 the Agreements by OCLL RETC and the consummation by OCLL RETC of the transactions contemplated hereby and thereby, have been duly authorized by all necessary corporate action of OCLLRETC, and no other corporate proceedings on the part of OCLL RETC are necessary to authorize the Agreements or to consummate the transactions contemplated hereby and thereby. The Agreements constitute the valid and legally binding obligation of OCLL RETC 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. OCLL RETC 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 party in order for it to consummate the transactions contemplated by any of the Agreements, resulting from the issuance of the OCLL RETC Shares in connection with the Share Exchange.

Authorization, Validity and Enforceability of Agreements. OCLL The Corporation 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 by the Agreements by OCLL Corporation and the consummation by OCLL the Corporation of the transactions contemplated hereby and thereby, have been duly authorized by all necessary corporate action of OCLLthe Corporation, and no other corporate proceedings on the part of OCLL the Corporation are necessary to authorize the Agreements this Agreement or to consummate the transactions contemplated hereby and thereby. The Agreements constitute the valid and legally binding obligation of OCLL the Corporation 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. OCLL the Corporation 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 party in order for it to consummate the transactions contemplated by any of the Agreementsthis Agreement, resulting from the issuance of the OCLL Corporation Shares in connection with the Share Exchange.

Authorization, Validity and Enforceability of Agreements. OCLL CATQ 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 the Agreements by OCLL CATQ and the consummation by OCLL CATQ of the transactions contemplated hereby and thereby, have been duly authorized by all necessary corporate action of OCLLCATQ, and no other corporate proceedings on the part of OCLL CATQ are necessary to authorize the Agreements or to consummate the transactions contemplated hereby and thereby. The Agreements constitute the valid and legally binding obligation of OCLL CATQ 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. OCLL CATQ 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 party in order for it to consummate the transactions contemplated by any of the Agreements, resulting from the issuance of the OCLL CATQ Shares in connection with the Share Exchange.

Authorization, Validity and Enforceability of Agreements. OCLL Byzen 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 the Agreements by OCLL Byzen and the consummation by OCLL Byzen of the transactions contemplated hereby and thereby, have been duly authorized by all necessary corporate action of OCLLByzen, and no other corporate proceedings on the part of OCLL Byzen are necessary to authorize the Agreements or to consummate the transactions contemplated hereby and thereby. The Agreements constitute the valid and legally binding obligation of OCLL Byzen 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. OCLL Byzen 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 party in order for it to consummate the transactions contemplated by any of the Agreements, resulting from the issuance of the OCLL Byzen Shares in connection with the Share Exchange.

Authorization, Validity and Enforceability of Agreements. OCLL DVGG 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 the Agreements by OCLL DVGG and the consummation by OCLL DVGG of the transactions contemplated hereby and thereby, have been duly authorized by all necessary corporate action of OCLLDVGG, and no other corporate proceedings on the part of OCLL DVGG are necessary to authorize the Agreements or to consummate the transactions contemplated hereby and thereby. The Agreements constitute the valid and legally binding obligation of OCLL DVGG 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. OCLL DVGG 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 party in order for it to consummate the transactions contemplated by any of the Agreements, resulting from the issuance of the OCLL DVGG Shares in connection with the Share Exchange.