Common use of Corporate Authority; Noncontravention Clause in Contracts

Corporate Authority; Noncontravention. Pubco has all requisite corporate and other power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by Pubco and the consummation by Pubco of the transactions contemplated hereby have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of Pubco. This Agreement has been duly executed and when delivered by Pubco shall constitute a valid and binding obligation of Pubco, enforceable against Pubco in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors’ rights generally or by general principles of equity. The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions hereof will not, conflict with, or result in any breach or violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or “put” right with respect to any obligation or to loss of a material benefit under, or result in the creation of any lien upon any of the properties or assets of Pubco under, (i) its articles of incorporation, bylaws, or other charter documents of Pubco (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to Pubco, its properties or assets, or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule, regulation or arbitration award applicable to Pubco, its properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, breaches, violations, defaults, rights, losses or liens that individually or in the aggregate could not have a material adverse effect with respect to Pubco or could not prevent, hinder or materially delay the ability of Pubco to consummate the transactions contemplated by this Agreement.

Corporate Authority; Noncontravention. Pubco The Company has all requisite corporate and other power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by Pubco the Company and the consummation by Pubco the Company of the transactions contemplated hereby have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of Pubcothe Company. This Agreement has been duly executed and when delivered by Pubco the Company shall constitute a valid and binding obligation of Pubcothe Company, enforceable against Pubco the Company and the Selling Shareholders, as applicable, in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors’ rights generally or by general principles of equity. The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions hereof will not, conflict with, or result in any breach or violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or “put” right with respect to any obligation or to a loss of a material benefit under, or result in the creation of any lien upon any of the properties or assets of Pubco the Company under, (i) its the Company’s certificate or articles of incorporation, bylaws, bylaws or other organizational or charter documents of Pubco the Company, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to Pubcothe Company, its properties or assets, or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule, regulation or arbitration award applicable to Pubcothe Company, its properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, breaches, violations, defaults, rights, losses or liens that individually or in the aggregate could not have a material adverse effect with respect to Pubco the Company or could not prevent, hinder or materially delay the ability of Pubco the Company to consummate the transactions contemplated by this Agreement.

Corporate Authority; Noncontravention. Pubco The Company has all requisite corporate and other power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement. The Transactions, the execution and delivery of this Agreement by Pubco the Company and the consummation by Pubco the Company of the transactions contemplated hereby Transactions have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of Pubcothe Company. This Agreement has been duly executed and when delivered by Pubco the Company shall constitute a valid and binding obligation of Pubcothe Company, enforceable against Pubco the Company in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency or other similar laws Laws affecting the enforcement of creditors’ rights generally or by general principles of equity. The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement Transactions and compliance with the provisions hereof will not, conflict with, or result in any breach or violation of, or default Default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or “put” right with respect to any obligation or to a loss of a material benefit under, or result in the creation of any lien Lien upon any of the properties or assets Assets of Pubco the Company under, (i) its articles the Certificate of incorporationIncorporation, bylaws, Bylaws or other organizational or charter documents of Pubco the Company (the "Company Charter Documents"), (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permitPermit, concession, franchise or license applicable to Pubcothe Company, its properties or assetsAssets, or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, orderOrder, decree, statute, lawLaw, ordinance, rule, regulation or arbitration award applicable to Pubcothe Company, its properties or assetsAssets, other than, in the case of clauses (ii) and (iii), any such conflicts, breaches, violations, defaultsDefaults, rights, losses or liens Liens that individually or in the aggregate could not have a material adverse effect Material Adverse Effect with respect to Pubco the Company or could not prevent, hinder or materially delay the ability of Pubco the Company to consummate the transactions contemplated by this AgreementTransactions.

Corporate Authority; Noncontravention. Pubco has all requisite corporate and other power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by Pubco and the consummation by Pubco of the transactions contemplated hereby have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of Pubco. This Agreement has been duly executed and when delivered by Pubco shall constitute a valid and binding obligation of Pubco, enforceable against Pubco in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors’ rights generally or by general principles of equity. The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions hereof will not, conflict with, or result in any breach or violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or “put” right with respect to any obligation or to loss of a material benefit under, or result in the creation of any lien upon any of the properties or assets of Pubco under, (i) its articles of incorporation, bylaws, or other charter documents of Pubco (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to Pubco, its properties or assets, or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule, regulation or arbitration award applicable to Pubco, its properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, breaches, violations, defaults, rights, losses or liens that individually or in the aggregate could not have a material adverse effect Material Adverse Effect with respect to Pubco or could not prevent, hinder or materially delay the ability of Pubco to consummate the transactions contemplated by this Agreement.

Corporate Authority; Noncontravention. Pubco The Company has all requisite corporate and other power and authority to enter into this Agreement and and, subject to receipt of the approval of its stockholders, to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by Pubco the Company and the consummation by Pubco the Company of the transactions contemplated hereby have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of Pubcothe Company. This Agreement has been duly executed and when delivered by Pubco the Company shall constitute a valid and binding obligation of Pubcothe Company, enforceable against Pubco the Company in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency or other similar laws Laws affecting the enforcement of creditors’ rights generally or by general principles of equity. The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions hereof will not, conflict with, or result in any breach or violation of, or default Default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or “put” right with respect to any obligation or to a loss of a material benefit under, or result in the creation of any lien Lien upon any of the properties or assets Assets of Pubco the Company under, (ia) its the certificate or articles of incorporation, bylaws, bylaws or other organizational or charter documents of Pubco the Company, (iib) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permitPermit, concession, franchise or license applicable to Pubcothe Company, its properties or assetsAssets, or (iiic) subject to the governmental filings and other matters referred to in the following sentenceSection 3.5, any judgment, orderOrder, decree, statute, lawLaw, ordinance, rule, regulation or arbitration award applicable to Pubcothe Company, its properties or assetsAssets, other than, in the case of clauses (iib) and (iiic), any such conflicts, breaches, violations, defaultsDefaults, rights, losses or liens Liens that individually or in the aggregate could not have a material adverse effect Material Adverse Effect with respect to Pubco the Company or could not prevent, hinder or materially delay the ability of Pubco the Company to consummate the transactions contemplated by this Agreement.

Corporate Authority; Noncontravention. Pubco Parent has all requisite corporate and other power and authority to enter into this Agreement and to consummate the transactions contemplated by this AgreementTransactions. The execution and delivery of this Agreement by Pubco Parent and the consummation by Pubco Parent of the transactions contemplated hereby have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of PubcoParent. This Agreement has been duly executed and when delivered by Pubco Parent, shall constitute a valid and binding obligation of PubcoParent, enforceable against Pubco Parent in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency or other similar laws Laws affecting the enforcement of creditors’ rights generally or by general principles of equity. The execution and delivery of this Agreement do does not, and the consummation of the transactions contemplated by this Agreement Transactions and compliance with the provisions hereof will not, conflict with, or result in any breach or violation of, or default Default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or “put” right with respect to any obligation or to loss of a material benefit under, or result in the creation of any lien Lien upon any of the properties or assets Assets of Pubco Parent under, (i) its articles the Certificate of incorporationIncorporation, bylawsBylaws, or other charter documents of Pubco Parent, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permitPermit, concession, franchise or license applicable to PubcoParent, its properties or assetsAssets, or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, orderOrder, decree, statute, lawLaw, ordinance, rule, regulation or arbitration award applicable to PubcoParent, its properties or assetsAssets, other than, in the case of clauses (ii) and (iii), any such conflicts, breaches, violations, defaultsDefaults, rights, losses or liens Liens that individually or in the aggregate could not have a material adverse effect Material Adverse Effect with respect to Pubco Parent or could not prevent, hinder or materially delay the ability of Pubco Parent to consummate the transactions contemplated by this AgreementTransactions.

Corporate Authority; Noncontravention. Pubco has all requisite corporate and other power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by Pubco and the consummation by Pubco of the transactions contemplated hereby by this Agreement have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of Pubco. This Agreement has been duly executed and when delivered by Pubco Pubco, shall constitute a valid and binding obligation of Pubco, enforceable against Pubco in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors’ rights generally or by general principles of equity. The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions hereof of this Agreement will not, conflict with, or result in any breach or violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or “put” right with respect to any obligation or to loss of a material benefit under, or result in the creation of any lien upon any of the properties or assets of Pubco under, (i) its articles of incorporation, bylaws, bylaws or other charter documents of Pubco Pubco, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to Pubco, its properties or assets, or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule, regulation or arbitration award applicable to Pubco, its properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, breaches, violations, defaults, rights, losses or liens that individually or in the aggregate could not have a material adverse effect with respect to Pubco or could not prevent, hinder or materially delay the ability of Pubco to consummate the transactions contemplated by this Agreement.

Corporate Authority; Noncontravention. Pubco has all requisite corporate and other power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by Pubco and the consummation by Pubco of the transactions contemplated hereby have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of Pubco. This Agreement has been duly executed and when delivered by Pubco shall constitute a valid and binding obligation of Pubco, enforceable against Pubco in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors’ ' rights generally or by general principles of equity. The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions hereof will not, conflict with, or result in any breach or violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or “"put” " right with respect to any obligation or to loss of a material benefit under, or result in the creation of any lien upon any of the properties or assets of Pubco under, (i) its articles of incorporation, bylaws, or other charter documents of Pubco (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to Pubco, its properties or assets, or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule, regulation or arbitration award applicable to Pubco, its properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, breaches, violations, defaults, rights, losses or liens that individually or in the aggregate could not have a material adverse effect with respect to Pubco or could not prevent, hinder or materially delay the ability of Pubco to consummate the transactions contemplated by this Agreement.

Corporate Authority; Noncontravention. Pubco The Company has all requisite corporate and other power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by Pubco the Company and the consummation by Pubco the Company of the transactions contemplated hereby have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of Pubcothe Company. This Agreement has been duly executed and when delivered by Pubco the Company shall constitute a valid and binding obligation of Pubcothe Company, enforceable against Pubco the Company and the Company Member, as applicable, in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors’ rights generally or by general principles of equity. The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions hereof will not, conflict with, or result in any breach or violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or “put” right with respect to any obligation or to a loss of a material benefit under, or result in the creation of any lien upon any of the properties or assets of Pubco the Company under, (i) its the Company’s certificate or articles of incorporationorganization, bylawsoperating agreement, bylaws or other organizational or charter documents of Pubco the Company, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to Pubcothe Company, its properties or assets, or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule, regulation or arbitration award applicable to Pubcothe Company, its properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, breaches, violations, defaults, rights, losses or liens that individually or in the aggregate could not have a material adverse effect Material Adverse Effect with respect to Pubco the Company or could not prevent, hinder or materially delay the ability of Pubco the Company to consummate the transactions contemplated by this Agreement.

Corporate Authority; Noncontravention. Pubco RemSleep Holdings has all requisite corporate and other power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by Pubco RemSleep Holdings and the consummation by Pubco RemSleep Holdings of the transactions contemplated hereby have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of PubcoRemSleep Holdings. This Agreement has been duly executed and when delivered by Pubco RemSleep Holdings shall constitute a valid and binding obligation of PubcoRemSleep Holdings, enforceable against Pubco RemSleep Holdings in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors’ rights generally or by general principles of equity. The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions hereof will not, conflict with, or result in any breach or violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or “put” right with respect to any obligation or to loss of a material benefit under, or result in the creation of any lien upon any of the properties or assets of Pubco RemSleep Holdings under, (i) its articles of incorporation, bylaws, or other charter documents of Pubco RemSleep Holdings (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to PubcoRemSleep Holdings, its properties or assets, or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule, regulation or arbitration award applicable to PubcoRemSleep Holdings, its properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, breaches, violations, defaults, rights, losses or liens that individually or in the aggregate could not have a material adverse effect with respect to Pubco RemSleep Holdings or could not prevent, hinder or materially delay the ability of Pubco RemSleep Holdings to consummate the transactions contemplated by this Agreement.

Corporate Authority; Noncontravention. Pubco Convenientcast has all requisite corporate and other power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by Pubco Convenientcast and the consummation by Pubco Convenientcast of the transactions contemplated hereby have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of PubcoConvenientcast. This Agreement has been duly executed and when delivered by Pubco Convenientcast shall constitute a valid and binding obligation of PubcoConvenientcast, enforceable against Pubco Convenientcast in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors’ rights generally or by general principles of equity. The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions hereof will not, conflict with, or result in any breach or violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or “put” right with respect to any obligation or to loss of a material benefit under, or result in the creation of any lien upon any of the properties or assets of Pubco Convenientcast under, (i) its articles of incorporation, bylaws, or other charter documents of Pubco Convenientcast (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to PubcoConvenientcast, its properties or assets, or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule, regulation or arbitration award applicable to PubcoConvenientcast, its properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, breaches, violations, defaults, rights, losses or liens that individually or in the aggregate could not have a material adverse effect with respect to Pubco Convenientcast or could not prevent, hinder or materially delay the ability of Pubco Convenientcast to consummate the transactions contemplated by this Agreement.

Corporate Authority; Noncontravention. Pubco The Company has all requisite corporate and other power and authority to enter into this Agreement and and, subject to receipt of the approval of its stockholders, to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by Pubco the Company and the consummation by Pubco the Company of the transactions contemplated hereby have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of Pubcothe Company. This Agreement has been duly executed and when delivered by Pubco the Company shall constitute a valid and binding obligation of Pubcothe Company, enforceable against Pubco the Company in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency or other similar laws Laws affecting the enforcement of creditors’ rights generally or by general principles of equity. The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions hereof will not, conflict with, or result in any breach or violation of, or default Default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or “put” right with respect to any obligation or to a loss of a material benefit under, or result in the creation of any lien Lien upon any of the properties or assets Assets of Pubco the Company under, (ia) its the certificate or articles of incorporation, bylaws, bylaws or other organizational or charter documents of Pubco the Company, (iib) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permitPermit, concession, franchise or license applicable to Pubcothe Company, its properties or assetsAssets, or (iiic) subject to any filings required under the governmental filings and other matters referred to in DGCL, NRS, the following sentenceSecurities Act or the Exchange Act, any judgment, orderOrder, decree, statute, lawLaw, ordinance, rule, regulation or arbitration award applicable to Pubcothe Company, its properties or assetsAssets, other than, in the case of clauses (iib) and (iiic), any such conflicts, breaches, violations, defaultsDefaults, rights, losses or liens Liens that individually or in the aggregate could not have a material adverse effect Material Adverse Effect with respect to Pubco the Company or could not prevent, hinder or materially delay the ability of Pubco the Company to consummate the transactions contemplated by this Agreement.

Corporate Authority; Noncontravention. Pubco CANB has all requisite corporate and other power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by Pubco CANB and the consummation by Pubco CANB of the transactions contemplated hereby have been (or at Closing will have beenbeen by Closing) duly authorized by all necessary corporate action on the part of PubcoCANB. This Agreement has been duly executed and when delivered by Pubco CANB shall constitute a valid and binding obligation of PubcoCANB, enforceable against Pubco CANB in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors’ rights generally or by general principles of equity. The execution execution, delivery and delivery performance of each of this Agreement do notby CANB, and the consummation by CANB of the transactions contemplated by hereby and thereby including issuance and sale of the Purchase Shares in accordance with this Agreement and compliance with will not (i) result in a violation of the provisions hereof will not, Certificate of Incorporation or the Bylaws (or equivalent constitutive document) of CANB or (ii) violate or conflict with, or result in a breach of any breach or violation provision of, or constitute a default (or an event which with or without notice or lapse of time, time or bothboth would become a default) under, or give rise to a right others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or acceleration of or “put” right with respect instrument to any obligation or which CANB is a party, except for those which would not reasonably be expected to loss of have a material benefit under, or result in the creation of any lien upon any of the properties or assets of Pubco under, (i) its articles of incorporation, bylaws, or other charter documents of Pubco (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to Pubco, its properties or assetsadverse effect, or (iii) subject to the governmental filings and other matters referred to result in the following sentencea violation of any law, any judgmentrule, regulation, order, decree, statute, law, ordinance, rule, regulation judgment or arbitration award decree (including U.S. federal and state securities laws and regulations) applicable to PubcoCANB or by which any property or asset of CANB is bound or affected, its properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, breaches, violations, defaults, rights, losses or liens that individually or in the aggregate could except for those which would not reasonably be expected to have a material adverse effect with respect effect. CANB is not in violation of or in default under, any provision of its Certificate of Incorporation or Bylaws. CANB is not in violation of any term of or in default under any contract, agreement, mortgage, indebtedness, indenture, instrument, judgment, decree or order or any statute, rule or regulation applicable to Pubco CANB, which violation or could not prevent, hinder breach has had or materially delay the ability of Pubco would reasonably be expected to consummate the transactions contemplated by this Agreement.have a material adverse effect

Corporate Authority; Noncontravention. Pubco ChainTrade has all requisite corporate and other power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by Pubco ChainTrade and the consummation by Pubco ChainTrade of the transactions contemplated hereby by this Agreement have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of PubcoChainTrade and the Shareholders. This Agreement has been duly executed and when delivered by Pubco ChainTrade shall constitute a valid and binding obligation of PubcoChainTrade, enforceable against Pubco ChainTrade in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency or other similar laws Laws affecting the enforcement of creditors’ rights generally or by general principles of equity. The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement Acquisition and compliance with the provisions hereof will not, conflict with, or result in any breach or violation of, or default Default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or “put” right with respect to any obligation or to a loss of a material benefit under, or result in the creation of any lien Lien upon any of the properties or assets Assets of Pubco ChainTrade under, (i) its articles the Certificate of incorporationIncorporation, bylaws, Bylaws or other organizational or charter documents of Pubco ChainTrade (copies of which have been provided to Company on or prior to the date of this Agreement) (the “ChainTrade Charter Documents”), (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permitPermit, concession, franchise or license applicable to PubcoChainTrade or the Shareholders, its their properties or assetsAssets, or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, orderOrder, decree, statute, lawLaw, ordinance, rule, regulation or arbitration award applicable to PubcoChainTrade or the Shareholders, its their properties or assetsAssets, other than, in the case of clauses (ii) and (iii), any such conflicts, breaches, violations, defaultsDefaults, rights, losses or liens Liens that individually or in the aggregate could not have a material adverse effect Material Adverse Effect with respect to Pubco ChainTrade or could not prevent, hinder or materially delay the ability of Pubco ChainTrade to consummate the transactions contemplated by this AgreementAcquisition.

Corporate Authority; Noncontravention. Pubco Bassline Productions has all requisite corporate and other power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by Pubco Bassline Productions and the consummation by Pubco Bassline Productions of the transactions contemplated hereby have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of PubcoBassline Productions. This Agreement has been duly executed and when delivered by Pubco Bassline Productions shall constitute a valid and binding obligation of PubcoBassline Productions, enforceable against Pubco Bassline Productions in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors’ rights generally or by general principles of equity. The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions hereof will not, conflict with, or result in any breach or violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or “put” right with respect to any obligation or to loss of a material benefit under, or result in the creation of any lien upon any of the properties or assets of Pubco Bassline Productions under, (i) its articles of incorporation, bylaws, or other charter documents of Pubco Bassline Productions (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to PubcoBassline Productions, its properties or assets, or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule, regulation or arbitration award applicable to PubcoBassline Productions, its properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, breaches, violations, defaults, rights, losses or liens that individually or in the aggregate could not have a material adverse effect with respect to Pubco Bassline Productions or could not prevent, hinder or materially delay the ability of Pubco Bassline Productions to consummate the transactions contemplated by this Agreement.

Corporate Authority; Noncontravention. Pubco The Company has all requisite corporate and other power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by Pubco the Company and the consummation by Pubco the Company of the transactions contemplated hereby have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of Pubcothe Company. This Agreement has been duly executed and when delivered by Pubco the Company shall constitute a valid and binding obligation of Pubcothe Company, enforceable against Pubco the Company and the Selling Shareholders, as applicable, in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors’ rights generally or by general principles of equity. The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions hereof will not, conflict with, or result in any breach or violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or “put” right with respect to any obligation or to a loss of a material benefit under, or result in the creation of any lien upon any of the properties or assets of Pubco the Company under, (i) its articles the Company’s certificate of incorporation, bylawsmemorandum of association, articles of association, bylaws or other organizational or charter documents of Pubco the Company, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to Pubcothe Company, its properties or assets, or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule, regulation or arbitration award applicable to Pubcothe Company, its properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, breaches, violations, defaults, rights, losses or liens that individually or in the aggregate could not have a material adverse effect with respect to Pubco the Company or could not prevent, hinder or materially delay the ability of Pubco the Company to consummate the transactions contemplated by this Agreement.

Corporate Authority; Noncontravention. Pubco The Company has all requisite corporate and other power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by Pubco the Company and the consummation by Pubco the Company of the transactions contemplated hereby have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of Pubcothe Company. This Agreement has been duly executed and when delivered by Pubco the Company shall constitute a valid and binding obligation of Pubcothe Company, enforceable against Pubco the Company and the Selling Shareholders, as applicable, in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors’ rights generally or by general principles of equity. The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions hereof will not, conflict with, or result in any breach or violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or “put” right with respect to any obligation or to a loss of a material benefit under, or result in the creation of any lien upon any of the properties or assets of Pubco the Company under, (i) its the Company’s articles of incorporation, bylaws, or other charter documents of Pubco (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to Pubcothe Company, its properties or assets, or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule, regulation or arbitration award applicable to Pubcothe Company, its properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, breaches, violations, defaults, rights, losses or liens that individually or in the aggregate could not have a material adverse effect with respect to Pubco the Company or could not prevent, hinder or materially delay the ability of Pubco the Company to consummate the transactions contemplated by this Agreement.

Corporate Authority; Noncontravention. Pubco The Company has all requisite corporate and other power and authority to enter into this Agreement and and, subject to receipt of the approval of its stockholders, to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by Pubco the Company and the consummation by Pubco the Company of the transactions contemplated hereby have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of Pubcothe Company. This Agreement has been duly executed and when delivered by Pubco the Company shall constitute a valid and binding obligation of Pubcothe Company, enforceable against Pubco the Company in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency or other similar laws Laws affecting the enforcement of creditors’ rights generally or by general principles of equity. The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions hereof will not, conflict with, or result in any breach or violation of, or default Default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or “put” right with respect to any obligation or to a loss of a material benefit under, or result in the creation of any lien Lien upon any of the properties or assets Assets of Pubco the Company under, (ia) its the articles of incorporation, bylaws, bylaws or other organizational or charter documents of Pubco the Company, (iib) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permitPermit, concession, franchise or license applicable to Pubcothe Company, its properties or assetsAssets, or (iiic) subject to any filings required under the governmental filings and other matters referred to in NRS, the following sentenceSecurities Act or the Exchange Act, any judgment, orderOrder, decree, statute, lawLaw, ordinance, rule, regulation or arbitration award applicable to Pubcothe Company, its properties or assetsAssets, other than, in the case of clauses (iib) and (iiic), any such conflicts, breaches, violations, defaultsDefaults, rights, losses or liens Liens that individually or in the aggregate could not have a material adverse effect Material Adverse Effect with respect to Pubco the Company or could not prevent, hinder or materially delay the ability of Pubco the Company to consummate the transactions contemplated by this Agreement.

Corporate Authority; Noncontravention. Pubco Parent has all requisite corporate and other power and authority to enter into this Agreement and to consummate the transactions contemplated by this AgreementTransactions. The execution and delivery of this Agreement by Pubco Xxxxxx and the consummation by Pubco Parent of the transactions contemplated hereby have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of PubcoParent. This Agreement has been duly executed and when delivered by Pubco Parent, shall constitute a valid and binding obligation of PubcoParent, enforceable against Pubco Parent in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency or other similar laws Laws affecting the enforcement of creditors’ rights generally or by general principles of equity. The execution and delivery of this Agreement do does not, and the consummation of the transactions contemplated by this Agreement Transactions and compliance with the provisions hereof will not, conflict with, or result in any breach or violation of, or default Default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or “put” right with respect to any obligation or to loss of a material benefit under, or result in the creation of any lien Lien upon any of the properties or assets Assets of Pubco Parent under, (i) its articles the Certificate of incorporationIncorporation, bylawsBylaws, or other charter documents of Pubco Parent, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permitPermit, concession, franchise or license applicable to PubcoParent, its properties or assetsAssets, or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, orderOrder, decree, statute, lawLaw, ordinance, rule, regulation or arbitration award applicable to PubcoParent, its properties or assetsAssets, other than, in the case of clauses (ii) and (iii), any such conflicts, breaches, violations, defaultsDefaults, rights, losses or liens Liens that individually or in the aggregate could not have a material adverse effect Material Adverse Effect with respect to Pubco Parent or could not prevent, hinder or materially delay the ability of Pubco Parent to consummate the transactions contemplated by this AgreementTransactions.

Corporate Authority; Noncontravention. Pubco The Company has all requisite corporate and other power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement. The Transactions, the execution and delivery of this Agreement by Pubco the Company and the consummation by Pubco the Company of the transactions contemplated hereby Transactions have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of Pubcothe Company. This Agreement has been duly executed and when delivered by Pubco the Company shall constitute a valid and binding obligation of Pubcothe Company, enforceable against Pubco the Company in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency or other similar laws Laws affecting the enforcement of creditors’ rights generally or by general principles of equity. The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement Transactions and compliance with the provisions hereof will not, conflict with, or result in any breach or violation of, or default Default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or “put” right with respect to any obligation or to a loss of a material benefit under, or result in the creation of any lien Lien upon any of the properties or assets Assets of Pubco the Company under, (i) its articles the Certificate of incorporationIncorporation, bylaws, Bylaws or other organizational or charter documents of Pubco the Company (the “Company Charter Documents”), (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permitPermit, concession, franchise or license applicable to Pubcothe Company, its properties or assetsAssets, or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, orderOrder, decree, statute, lawLaw, ordinance, rule, regulation or arbitration award applicable to Pubcothe Company, its properties or assetsAssets, other than, in the case of clauses (ii) and (iii), any such conflicts, breaches, violations, defaultsDefaults, rights, losses or liens Liens that individually or in the aggregate could not have a material adverse effect Material Adverse Effect with respect to Pubco the Company or could not prevent, hinder or materially delay the ability of Pubco the Company to consummate the transactions contemplated by this AgreementTransactions.

Corporate Authority; Noncontravention. Pubco has all requisite corporate and other power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by Pubco and the consummation by Pubco of the transactions contemplated hereby by this Agreement have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of Pubco. This Agreement has been duly executed and when delivered by Pubco Pubco, shall constitute a valid and binding obligation of Pubco, enforceable against Pubco in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors’ rights generally or by general principles of equity. The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions hereof of this Agreement will not, conflict with, or result in any breach or violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or “put” right with respect to any obligation or to loss of a material benefit under, or result in the creation of any lien upon any of the properties or assets of Pubco under, (i) its articles of incorporation, bylaws, bylaws or other charter documents of Pubco Pubco, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to Pubco, its properties or assets, or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule, regulation or arbitration award applicable to Pubco, its properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, breaches, violations, defaults, rights, losses or liens that individually or in the aggregate could not have a material adverse effect with respect to Pubco or could not prevent, hinder or materially delay the ability of Pubco to consummate the transactions contemplated by this Agreement.

Corporate Authority; Noncontravention. Pubco The Company has all requisite corporate and other power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by Pubco the Company and the consummation by Pubco the Company of the transactions contemplated hereby have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of Pubcothe Company. This Agreement has been duly executed and when delivered by Pubco the Company shall constitute a valid and binding obligation of Pubcothe Company, enforceable against Pubco the Company in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors’ ' rights generally or by general principles of equity. The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions hereof will not, conflict with, or result in any breach or violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or “"put” " right with respect to any obligation or to loss of a material benefit under, or result in the creation of any lien upon any of the properties or assets of Pubco the Company under, (i) its articles of incorporation, bylaws, or other charter documents of Pubco the Company (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to Pubcothe Company, its properties or assets, or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule, regulation or arbitration award applicable to Pubcothe Company, its properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, breaches, violations, defaults, rights, losses or liens that individually or in the aggregate could not have a material adverse effect with respect to Pubco the Company or could not prevent, hinder or materially delay the ability of Pubco the Company to consummate the transactions contemplated by this Agreement.

Corporate Authority; Noncontravention. Pubco The Company has all requisite corporate and other power and authority to enter into this Agreement and to consummate the transactions contemplated by this AgreementAgreement contemplated hereunder. The execution and delivery of this Agreement by Pubco the Company and the consummation by Pubco the Company of the transactions contemplated hereby by this Agreement have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of Pubcothe Company and the Shareholders. This Agreement has been duly executed and when delivered by Pubco the Company shall constitute a valid and binding obligation of Pubcothe Company, enforceable against Pubco the Company in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency or other similar laws Laws affecting the enforcement of creditors’ rights generally or by general principles of equity. The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement Exchange and compliance with the provisions hereof will not, conflict with, or result in any breach or violation of, or default Default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or “put” right with respect to any obligation or to a loss of a material benefit under, or result in the creation of any lien Lien upon any of the properties or assets Assets of Pubco the Company under, (i) its articles the Certificate of incorporationIncorporation, bylaws, Bylaws or other organizational or charter documents of Pubco the Company (copies of which have been provided to Buyer on or prior to the date of this Agreement) (the “Company Charter Documents”), (ii) any any, loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permitPermit, concession, franchise or license applicable to Pubcothe Company or the Shareholder, its theirs properties or assetsAssets, or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, orderOrder, decree, statute, lawLaw, ordinance, rule, regulation or arbitration award applicable to Pubcothe Company or the Shareholder, its their properties or assetsAssets, other than, in the case of clauses (ii) and (iii), any such conflicts, breaches, violations, defaultsDefaults, rights, losses or liens Liens that individually or in the aggregate could not have a material adverse effect Material Adverse Effect with respect to Pubco the Company or could not prevent, hinder or materially delay the ability of Pubco the Company to consummate the transactions contemplated by this AgreementExchange.

Corporate Authority; Noncontravention. Pubco AAII has all requisite corporate and other power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by Pubco AAII and the consummation by Pubco AAII of the transactions contemplated hereby have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of PubcoAAII. This Agreement has been duly executed and when delivered by Pubco AAII shall constitute a valid and binding obligation of PubcoAAII, enforceable against Pubco AAII in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors’ rights generally or by general principles of equity. The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions hereof will not, conflict with, or result in any breach or violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or “put” right with respect to any obligation or to loss of a material benefit under, or result in the creation of any lien upon any of the properties or assets of Pubco AAII under, (i) its articles of incorporation, bylaws, or other charter documents of Pubco AAII (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to PubcoAAII, its properties or assets, or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule, regulation or arbitration award applicable to PubcoAAII, its properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, breaches, violations, defaults, rights, losses or liens that individually or in the aggregate could not have a material adverse effect with respect to Pubco AAII or could not prevent, hinder or materially delay the ability of Pubco AAII to consummate the transactions contemplated by this Agreement.

Corporate Authority; Noncontravention. Pubco GoIP has all requisite corporate and other power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by Pubco GoIP and the consummation by Pubco GoIP of the transactions contemplated hereby have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of PubcoGoIP. This Agreement has been duly executed and when delivered by Pubco GoIP shall constitute a valid and binding obligation of PubcoGoIP, enforceable against Pubco GoIP in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors’ rights generally or by general principles of equity. The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions hereof will not, conflict with, or result in any breach or violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or “put” right with respect to any obligation or to loss of a material benefit under, or result in the creation of any lien security interest upon any of the properties or assets of Pubco GoIP under, (i) its articles of incorporation, bylaws, or other charter documents of Pubco GoIP (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to PubcoGoIP, its properties or assets, or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule, regulation or arbitration award applicable to PubcoGoIP, its properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, breaches, violations, defaults, rights, losses or liens security interests that individually or in the aggregate could not have a material adverse effect with respect to Pubco GoIP or could not prevent, hinder or materially delay the ability of Pubco GoIP to consummate the transactions contemplated by this Agreement.

Corporate Authority; Noncontravention. Pubco has all requisite corporate and other power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by Pubco and the consummation by Pubco of the transactions contemplated hereby have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of Pubco. This Agreement has been duly executed and when delivered by Pubco shall constitute a valid and binding obligation of Pubco, enforceable against Pubco in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors’ rights generally or by general principles of equity. The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions hereof will not, conflict with, or result in any breach or violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or “put” right with respect to any obligation or to loss of a material benefit under, or result in the creation of any lien upon any of the properties or assets of Pubco under, (i) its articles certificate of incorporation, bylaws, or other charter documents of Pubco (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to Pubco, its properties or assets, or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule, regulation or arbitration award applicable to Pubco, its properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, breaches, violations, defaults, rights, losses or liens that individually or in the aggregate could not have a material adverse effect with respect to Pubco or could not prevent, hinder or materially delay the ability of Pubco to consummate the transactions contemplated by this Agreement.

Corporate Authority; Noncontravention. Pubco Prairie Nevada has all requisite corporate and other power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by Pubco Prairie Nevada and the consummation by Pubco Prairie Nevada of the transactions contemplated hereby have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of PubcoPrairie Nevada. This Agreement has been duly executed and when delivered by Pubco Prairie Nevada shall constitute a valid and binding obligation of PubcoPrairie Nevada, enforceable against Pubco Prairie Nevada in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors’ rights generally or by general principles of equity. The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions hereof will not, conflict with, or result in any breach or violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or “put” right with respect to any obligation or to loss of a material benefit under, or result in the creation of any lien upon any of the properties or assets of Pubco Prairie Nevada under, (i) its articles of incorporation, bylaws, or other charter documents of Pubco Prairie Nevada (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to PubcoPrairie Nevada, its properties or assets, or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule, regulation or arbitration award applicable to PubcoPrairie Nevada, its properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, breaches, violations, defaults, rights, losses or liens that individually or in the aggregate could not have a material adverse effect with respect to Pubco Prairie Nevada or could not prevent, hinder or materially delay the ability of Pubco Prairie Nevada to consummate the transactions contemplated by this Agreement.

Corporate Authority; Noncontravention. Pubco XXXXXX has all requisite corporate and other power and authority to enter into this CAFÉ Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by Pubco XXXXXX and the consummation by Pubco GLOZAL of the transactions contemplated hereby have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of PubcoGLOZAL. This Agreement has been duly executed and when delivered by Pubco GLOZAL shall constitute a valid and binding obligation of PubcoGLOZAL, enforceable against Pubco GLOZAL in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors’ rights generally or by general principles of equity. The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions hereof will not, conflict with, or result in any breach or violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or “put” right with respect to any obligation or to loss of a material benefit under, or result in the creation of any lien upon any of the properties or assets of Pubco GLOZAL under, (i) its articles of incorporation, bylaws, or other charter documents of Pubco GLOZAL (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to PubcoGLOZAL, its properties or assets, or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule, regulation or arbitration award applicable to PubcoGLOZAL, its properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, breaches, violations, defaults, rights, losses or liens that individually or in the aggregate could not have a material adverse effect with respect to Pubco GLOZAL or could not prevent, hinder or materially delay the ability of Pubco GLOZAL to consummate the transactions contemplated by this Agreement.

Corporate Authority; Noncontravention. Pubco has The Company and the Benefactum Subsidiaries have all requisite corporate and other power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement. The Transactions, the execution and delivery of this Agreement by Pubco the Company and the consummation by Pubco the Company of the transactions contemplated hereby Transactions have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of Pubcothe Company. This Agreement has been duly executed and when delivered by Pubco the Company shall constitute a valid and binding obligation of Pubcothe Company, enforceable against Pubco the Company in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency or other similar laws Laws affecting the enforcement of creditors’ rights generally or by general principles of equity. The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement Transactions and compliance with the provisions hereof will not, conflict with, or result in any breach or violation of, or default Default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or “put” right with respect to any obligation or to a loss of a material benefit under, or result in the creation of any lien Lien upon any of the properties or assets Assets of Pubco the Company under, (i) its articles the Certificate of incorporationIncorporation, bylaws, Bylaws or other organizational or charter documents of Pubco the Company (the “Company Charter Documents”), (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permitPermit, concession, franchise or license applicable to Pubcothe Company, its properties or assetsAssets, or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, orderOrder, decree, statute, lawLaw, ordinance, rule, regulation or arbitration award applicable to Pubcothe Company, its properties or assetsAssets, other than, in the case of clauses (ii) and (iii), any such conflicts, breaches, violations, defaultsDefaults, rights, losses or liens Liens that individually or in the aggregate could not have a material adverse effect Material Adverse Effect with respect to Pubco the Company or could not prevent, hinder or materially delay the ability of Pubco the Company to consummate the transactions contemplated by this AgreementTransactions.

Corporate Authority; Noncontravention. Pubco has The Selling Shareholder and each Existing Company Entity have all requisite corporate and other power and authority to enter into this Agreement and to consummate the transactions contemplated by this AgreementExchange. The execution and delivery of this Agreement by Pubco the Selling Shareholder and each Existing Company Entity and the consummation by Pubco each of them of the transactions contemplated hereby have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of Pubcothe Selling Shareholder and each Existing Company Entity. This Agreement has been duly executed and when delivered by Pubco the Selling Shareholder and each Existing Company Entity shall constitute a valid and binding obligation of Pubcothe Selling Shareholder and each such Existing Company Entity, enforceable against Pubco the Selling Shareholder and each such Existing Company Entity and its shareholders, as applicable, in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors’ rights generally or by general principles of equity. The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions hereof will not, conflict with, or result in any breach or violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or “put” right with respect to any obligation or to a loss of a material benefit under, or result in the creation of any lien upon any of the properties or assets of Pubco the Existing Company Entities under, (i) its the certificate or articles of incorporation, bylaws, bylaws or other organizational or charter documents of Pubco any of the Existing Company Entities, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to Pubcoany of the Existing Company Entities, its their properties or assets, or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule, regulation or arbitration award applicable to Pubcothe Existing Company Entities, its their properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, breaches, violations, defaults, rights, losses or liens that individually or in the aggregate could not have a material adverse effect with respect to Pubco the Existing Company Entities or could not prevent, hinder or materially delay the ability of Pubco the Existing Company Entities to consummate the transactions contemplated by this Agreement.

Corporate Authority; Noncontravention. Pubco XxxxxXxx has all requisite corporate and other power and authority to enter into this Agreement and to consummate the transactions contemplated by this AgreementAgreement contemplated hereunder. The execution and delivery of this Agreement by Pubco XxxxxXxx and the consummation by Pubco ReachOut of the transactions contemplated hereby by this Agreement have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of PubcoReachOut and the Shareholders. This Agreement has been duly executed and when delivered by Pubco ReachOut shall constitute a valid and binding obligation of PubcoReachOut, enforceable against Pubco ReachOut in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency or other similar laws Laws affecting the enforcement of creditors’ rights generally or by general principles of equity. The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement Share Exchange and compliance with the provisions hereof will not, conflict with, or result in any breach or violation of, or default Default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or “put” right with respect to any obligation or to a loss of a material benefit under, or result in the creation of any lien Lien upon any of the properties or assets Assets of Pubco ReachOut under, (i) its articles the Certificate of incorporationIncorporation, bylaws, Bylaws or other organizational or charter documents of Pubco ReachOut (copies of which have been provided to Company on or prior to the date of this Agreement) (the “ReachOut Charter Documents”), (ii) any any, loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permitPermit, concession, franchise or license applicable to PubcoReachOut or the Shareholder, its theirs properties or assetsAssets, or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, orderOrder, decree, statute, lawLaw, ordinance, rule, regulation or arbitration award applicable to PubcoReachOut or the Shareholder, its their properties or assetsAssets, other than, in the case of clauses (ii) and (iii), any such conflicts, breaches, violations, defaultsDefaults, rights, losses or liens Liens that individually or in the aggregate could not have a material adverse effect Material Adverse Effect with respect to Pubco ReachOut or could not prevent, hinder or materially delay the ability of Pubco ReachOut to consummate the transactions contemplated by this AgreementShare Exchange.

Corporate Authority; Noncontravention. Pubco The Company Shareholders and the Company has all requisite corporate and other power and authority to enter into this Agreement and to consummate the transactions contemplated by this AgreementExchange. The execution and delivery of this Agreement by Pubco the Company and the consummation by Pubco the Company of the transactions contemplated hereby have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of Pubcothe Company. This Agreement has been duly executed and when delivered by Pubco the Company Shareholders and the Company, shall constitute a valid and binding obligation of Pubcothe Company Shareholders and the Company, enforceable against Pubco the Company Shareholders and the Company, in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors’ rights generally or by general principles of equity. The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions hereof will not, conflict with, or result in any breach or violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or “put” right with respect to any obligation or to a loss of a material benefit under, or result in the creation of any lien upon any of the properties or assets of Pubco the Company under, (i) its the certificate or articles of incorporation, bylaws, bylaws or other organizational or charter documents of Pubco the Company, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to Pubcothe Company, its properties or assets, or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule, regulation or arbitration award applicable to Pubcothe Company, its properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, breaches, violations, defaults, rights, losses or liens that individually or in the aggregate could not have a material adverse effect with respect to Pubco the Company or could not prevent, hinder or materially delay the ability of Pubco the Company to consummate the transactions contemplated by this Agreement.

Corporate Authority; Noncontravention. Pubco The Purchaser has all requisite corporate and other power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by Pubco the Purchaser and the consummation by Pubco the Purchaser of the transactions contemplated hereby have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of Pubcothe Purchaser. This Agreement has been duly executed and when delivered by Pubco the Purchaser, shall constitute a valid and binding obligation of Pubcothe Purchaser, enforceable against Pubco Purchaser in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency or other similar laws Laws affecting the enforcement of creditors’ rights generally or by general principles of equity. The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions hereof will not, conflict with, or result in any breach or violation of, or default Default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or “put” right with respect to any obligation or to loss of a material benefit under, or result in the creation of any lien Lien upon any of the properties or assets Assets of Pubco the Purchaser under, (ia) its the articles of incorporation, bylaws, or other charter documents of Pubco the Purchaser, (iib) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permitPermit, concession, franchise or license applicable to Pubcothe Purchaser, each of its properties or assetsAssets, or (iiic) subject to the governmental filings and other matters referred to in the following sentenceSection 4.5, any judgment, orderOrder, decree, statute, lawLaw, ordinance, rule, regulation or arbitration award applicable to Pubcothe Purchaser, each of its properties or assetsAssets, other than, in the case of clauses (iib) and (iiic), any such conflicts, breaches, violations, defaultsDefaults, rights, losses or liens Liens that individually or in the aggregate could not have a material adverse effect Material Adverse Effect with respect to Pubco Purchaser or could not prevent, hinder or materially delay the ability of Pubco Purchaser to consummate the transactions contemplated by this Agreement.

Corporate Authority; Noncontravention. . Pubco has all requisite corporate and other power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by Pubco and the consummation by Pubco of the transactions contemplated hereby have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of Pubco. This Agreement has been duly executed and when delivered by Pubco shall constitute a valid and binding obligation of Pubco, enforceable against Pubco in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors’ rights generally or by general principles of equity. The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions hereof will not, conflict with, or result in any breach or violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or “put” right with respect to any obligation or to loss of a material benefit under, or result in the creation of any lien Lien upon any of the properties or assets of Pubco under, (i) its articles of incorporation, bylaws, or other charter documents of Pubco (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to Pubco, its properties or assets, or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule, regulation or arbitration award applicable to Pubco, its properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, breaches, violations, defaults, rights, losses or liens Liens that individually or in the aggregate could not have a material adverse effect with respect to Pubco or could not prevent, hinder or materially delay the ability of Pubco to consummate the transactions contemplated by this Agreement.

Corporate Authority; Noncontravention. Pubco The Company has all requisite corporate and other power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by Pubco the Company and the consummation by Pubco the Company of the transactions contemplated hereby have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of Pubcothe Company. This Agreement has been duly executed and when delivered by Pubco the Company shall constitute a valid and binding obligation of Pubcothe Company, enforceable against Pubco the Company and the Selling Members, as applicable, in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors’ ' rights generally or by general principles of equity. The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions hereof will not, conflict with, or result in any breach or violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or “"put” " right with respect to any obligation or to a loss of a material benefit under, or result in the creation of any lien upon any of the properties or assets of Pubco the Company under, (i) its the Company's articles or certificate of incorporationorganization, bylaws, operating agreement or other organizational or charter documents of Pubco the Company, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to Pubcothe Company, its properties or assets, or (iii) subject to the governmental filings and other matters referred to in the following sentencesubsection, any judgment, order, decree, statute, law, ordinance, rule, regulation or arbitration award applicable to Pubcothe Company, its properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, breaches, violations, defaults, rights, losses or liens that that, individually or in the aggregate aggregate, could not have a material adverse effect with respect to Pubco the Company or could not prevent, hinder or materially delay the ability of Pubco the Company to consummate the transactions contemplated by this Agreement.

Corporate Authority; Noncontravention. Pubco CELE has all requisite corporate and other power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by Pubco CELE and the consummation by Pubco CELE of the transactions contemplated hereby have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of PubcoCELE. This Agreement has been duly executed and when delivered by Pubco CELE shall constitute a valid and binding obligation of PubcoCELE, enforceable against Pubco CELE in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors’ rights generally or by general principles of equity. The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions hereof will not, conflict with, or result in any breach or violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or “put” right with respect to any obligation or to loss of a material benefit under, or result in the creation of any lien upon any of the properties or assets of Pubco CELE under, (i) its articles of incorporation, bylaws, or other charter documents of Pubco CELE (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to PubcoCELE, its properties or assets, or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule, regulation or arbitration award applicable to PubcoCELE, its properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, breaches, violations, defaults, rights, losses or liens that individually or in the aggregate could not have a material adverse effect with respect to Pubco CELE or could not prevent, hinder or materially delay the ability of Pubco CELE to consummate the transactions contemplated by this Agreement.

Corporate Authority; Noncontravention. Pubco All in Blind, Inc. has all requisite corporate and other power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by Pubco All in Blind, Inc. and the consummation by Pubco All in Blind, Inc. of the transactions contemplated hereby have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of Pubco. All in Blind, Inc.. This Agreement has been duly executed and when delivered by Pubco All in Blind, Inc. shall constitute a valid and binding obligation of PubcoAll in Blind, Inc., enforceable against Pubco All in Blind, Inc. in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors’ rights generally or by general principles of equity. The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions hereof will not, conflict with, or result in any breach or violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or “put” right with respect to any obligation or to loss of a material benefit under, or result in the creation of any lien upon any of the properties or assets of Pubco All in Blind, Inc. under, (i) its articles of incorporation, bylaws, or other charter documents of Pubco All in Blind, Inc. (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to PubcoAll in Blind, Inc., its properties or assets, or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule, regulation or arbitration award applicable to PubcoAll in Blind, Inc., its properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, breaches, violations, defaults, rights, losses or liens that individually or in the aggregate could not have a material adverse effect with respect to Pubco All in Blind, Inc. or could not prevent, hinder or materially delay the ability of Pubco All in Blind, Inc. to consummate the transactions contemplated by this Agreement.

Corporate Authority; Noncontravention. Pubco has The Selling Shareholders and each Existing Company Entity have all requisite corporate and other power and authority to enter into this Agreement and to consummate the transactions contemplated by this AgreementExchange. The execution and delivery of this Agreement by Pubco each Existing Company Entity and the consummation by Pubco each of them of the transactions contemplated hereby have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of Pubcoeach Existing Company Entity. This Agreement has been duly executed and when delivered by Pubco the Selling Shareholders and each Existing Company Entity, shall constitute a valid and binding obligation of Pubcothe Selling Shareholders and each such Existing Company Entity, enforceable against Pubco the Selling Shareholders and each such Existing Company Entity and its shareholders, as applicable, in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors’ ' rights generally or by general principles of equity. The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions hereof will not, conflict with, or result in any breach or violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or “"put” " right with respect to any obligation or to a loss of a material benefit under, or result in the creation of any lien upon any of the properties or assets of Pubco the Existing Company Entities under, (i) its the certificate or articles of incorporation, bylaws, bylaws or other organizational or charter documents of Pubco any of the Existing Company Entities, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to Pubcoany of the Existing Company Entities, its their properties or assets, or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule, regulation or arbitration award applicable to Pubcothe Existing Company Entities, its their properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, breaches, violations, defaults, rights, losses or liens that individually or in the aggregate could not have a material adverse effect with respect to Pubco the Existing Company Entities or could not prevent, hinder or materially delay the ability of Pubco the Existing Company Entities to consummate the transactions contemplated by this Agreement.

Corporate Authority; Noncontravention. Pubco has all requisite corporate and other power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by Pubco and the consummation by Pubco of the transactions contemplated hereby have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of Pubco. The execution and delivery of this Agreement by Pubco and the consummation by Pubco of the transactions contemplated hereby does not require the approval of the Pubco shareholders. This Agreement has been duly executed and when delivered by Pubco shall constitute a valid and binding obligation of Pubco, enforceable against Pubco in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors’ rights generally or by general principles of equity. The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions hereof will not, conflict with, or result in any breach or violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or “put” right with respect to any obligation or to loss of a material benefit under, or result in the creation of any lien upon any of the properties or assets of Pubco under, (i) its articles of incorporation, bylaws, or other charter documents of Pubco (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to Pubco, its properties or assets, or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule, regulation or arbitration award applicable to Pubco, its properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, breaches, violations, defaults, rights, losses or liens that individually or in the aggregate could not have a material adverse effect with respect to Pubco or could not prevent, hinder or materially delay the ability of Pubco to consummate the transactions contemplated by this Agreement.

Corporate Authority; Noncontravention. Pubco The Company has all requisite corporate and other power and authority to enter into this Agreement and to consummate the transactions Transactions contemplated by this Agreementhereunder. The execution and delivery of this Agreement by Pubco and the Company nd the consummation by Pubco the Company of the transactions contemplated hereby Transactions have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of Pubcothe Company and the Shareholders. This Agreement has been duly executed and when delivered by Pubco the Company shall constitute a valid and binding obligation of Pubcothe Company, enforceable against Pubco the Company in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency or other similar laws Laws affecting the enforcement of creditors’ rights generally or by general principles of equity. The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement Transactions and compliance with the provisions hereof will not, conflict with, or result in any breach or violation of, or default Default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or “put” right with respect to any obligation or to a loss of a material benefit under, or result in the creation of any lien Lien upon any of the properties or assets Assets of Pubco the Company under, (i) its articles the Certificate of incorporationIncorporation, bylaws, Bylaws or other organizational or charter documents of Pubco the Company (copies of which have been provided to Buyer on or prior to the date of this Agreement) (the “Company Charter Documents”), (ii) any any, loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permitPermit, concession, franchise or license applicable to Pubcothe Company or the Shareholder, its theirs properties or assetsAssets, or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, orderOrder, decree, statute, lawLaw, ordinance, rule, regulation or arbitration award applicable to Pubcothe Company or the Shareholder, its their properties or assetsAssets, other than, in the case of clauses (ii) and (iii), any such conflicts, breaches, violations, defaultsDefaults, rights, losses or liens Liens that individually or in the aggregate could not have a material adverse effect Material Adverse Effect with respect to Pubco the Company or could not prevent, hinder or materially delay the ability of Pubco the Company to consummate the transactions contemplated by this AgreementTransactions.

Corporate Authority; Noncontravention. Pubco Holdings has all requisite corporate and other power and authority to enter into this Agreement and to consummate the transactions contemplated by this AgreementAgreement contemplated hereunder. The execution and delivery of this Agreement by Pubco Holdings and the consummation by Pubco Holdings of the transactions contemplated hereby by this Agreement have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of PubcoHoldings and the Members. This Agreement has been duly executed and when delivered by Pubco Holdings shall constitute a valid and binding obligation of PubcoHoldings, enforceable against Pubco Holdings in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency or other similar laws Laws affecting the enforcement of creditors’ rights generally or by general principles of equity. The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement Share Exchange and compliance with the provisions hereof will not, conflict with, or result in any breach or violation of, or default Default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or “put” right with respect to any obligation or to a loss of a material benefit under, or result in the creation of any lien Lien upon any of the properties or assets Assets of Pubco Holdings under, (i) its articles the Certificate of incorporationIncorporation, bylaws, Bylaws or other organizational or charter documents of Pubco Holdings (copies of which have been provided to Company on or prior to the date of this Agreement) (the “Holdings Charter Documents”), (ii) any any, loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permitPermit, concession, franchise or license applicable to PubcoHoldings or the Member, its theirs properties or assetsAssets, or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, orderOrder, decree, statute, lawLaw, ordinance, rule, regulation or arbitration award applicable to PubcoHoldings or the Member, its their properties or assetsAssets, other than, in the case of clauses (ii) and (iii), any such conflicts, breaches, violations, defaultsDefaults, rights, losses or liens Liens that individually or in the aggregate could not have a material adverse effect Material Adverse Effect with respect to Pubco Holdings or could not prevent, hinder or materially delay the ability of Pubco Holdings to consummate the transactions contemplated by this AgreementShare Exchange.

Corporate Authority; Noncontravention. Pubco Each of Company Parent and the Company has all requisite corporate and other power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by Pubco Company Parent and the Company and the consummation by Pubco the Company of the transactions contemplated hereby have been (or at Closing will have been) duly authorized by all necessary corporate limited liability company action on the part of PubcoCompany Parent and the Company, as applicable. This Agreement has been duly executed and when delivered by Pubco each of Company Parent and the Company and, when duly executed and delivered by each of Parent and Merger Sub, shall constitute a valid and binding obligation of Pubcoeach of Company Parent and the Company, as applicable, enforceable against Pubco each of Company Parent and the Company in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors’ rights generally or by general principles of equity. The execution and delivery of this Agreement do does not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions hereof will not, conflict with, or result in any breach or violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or “put” right with respect to any obligation or to a loss of a material benefit under, or result in the creation of any lien Lien upon any of the properties or assets of Pubco either of Company Parent or the Company under, (i) its articles the Charter Documents of incorporationCompany Parent or the Company, bylawsas applicable, or other charter documents of Pubco (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permitPermit, concession, franchise or license applicable to PubcoCompany Parent or the Company, its as applicable, or their properties or assets, or (iii) subject to the governmental filings and other matters referred to in the following sentenceSection 4.5, any judgment, orderOrder, decree, statute, lawLaw, ordinance, rule, regulation or arbitration award applicable to Pubcoeither of Company Parent or the Company, its as applicable, or their properties or assets, other thanthat, in the case of clauses (ii) and (iii), any such conflicts, breaches, violations, defaults, rights, losses or liens that individually or in the aggregate could not aggregate, would have a material adverse effect Material Adverse Effect with respect to Pubco the Company or could not prevent, hinder or materially delay with respect to the ability of Pubco either Company Parent or the Company to timely consummate the transactions contemplated by this Agreementhereby.

Corporate Authority; Noncontravention. Pubco has all requisite corporate and other power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by Pubco and the consummation by Pubco of the transactions contemplated hereby by this Agreement have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of Pubco. This Agreement has been duly executed and when delivered by Pubco Pubco, shall constitute a valid and binding obligation of Pubco, enforceable against Pubco in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors’ ' rights generally or by general principles of equity. The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions hereof of this Agreement will not, conflict with, or result in any breach or violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or “"put” " right with respect to any obligation or to loss of a material benefit under, or result in the creation of any lien upon any of the properties or assets of Pubco under, (i) its articles of incorporation, bylaws, bylaws or other charter documents of Pubco Pubco, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to Pubco, its properties or assets, or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule, regulation or arbitration award applicable to Pubco, its properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, breaches, violations, defaults, rights, losses or liens that individually or in the aggregate could not have a material adverse effect with respect to Pubco or could not prevent, hinder or materially delay the ability of Pubco to consummate the transactions contemplated by this Agreement.

Corporate Authority; Noncontravention. Pubco Buyer has all requisite corporate and other power and authority to enter into this Agreement and to consummate the transactions contemplated by this AgreementTransactions. The execution and delivery of this Agreement by Pubco Buyer and the consummation by Pubco Buyer of the transactions contemplated hereby have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of PubcoBuyer. This Agreement has been duly executed and when delivered by Pubco Buyer, shall constitute a valid and binding obligation of PubcoBuyer, enforceable against Pubco Buyer in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency or other similar laws Laws affecting the enforcement of creditors’ rights generally or by general principles of equity. The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement Transactions and compliance with the provisions hereof will not, conflict with, or result in any breach or violation of, or default Default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or “put” right with respect to any obligation or to a loss of a material benefit under, or result in the creation of any lien Lien upon any of the properties or assets Assets of Pubco Buyer under, (i) its articles the Articles of incorporationIncorporation, bylawsBylaws, or other charter documents of Pubco Buyer, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permitPermit, concession, franchise or license applicable to PubcoBuyer, its properties or assetsAssets, or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, orderOrder, decree, statute, lawLaw, ordinance, rule, regulation or arbitration award applicable to PubcoBuyer, its properties or assetsAssets, other than, in the case of clauses (ii) and (iii), any such conflicts, breaches, violations, defaultsDefaults, rights, losses or liens Liens that individually or in the aggregate could not have a material adverse effect Material Adverse Effect with respect to Pubco Buyer or could not prevent, hinder or materially delay the ability of Pubco Buyer to consummate the transactions contemplated by this AgreementTransactions.

Corporate Authority; Noncontravention. Pubco The Company has all requisite corporate and other power and authority to enter into this Agreement and and, subject to receipt of the approval of its stockholders, to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by Pubco the Company and the consummation by Pubco the Company of the transactions contemplated hereby have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of Pubcothe Company. This Agreement has been duly executed and when delivered by Pubco the Company shall constitute a valid and binding obligation of Pubcothe Company, enforceable against Pubco the Company in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency or other similar laws Laws affecting the enforcement of creditors’ rights generally or by general principles of equity. The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions hereof will not, conflict with, or result in any breach or violation of, or default Default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or “put” right with respect to any obligation or to a loss of a material benefit under, or result in the creation of any lien Lien upon any of the properties or assets Assets of Pubco the Company under, (i) its the certificate or articles of incorporation, bylaws, bylaws or other organizational or charter documents of Pubco the Company, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permitPermit, concession, franchise or license applicable to Pubcothe Company, its properties or assetsAssets, or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, orderOrder, decree, statute, lawLaw, ordinance, rule, regulation or arbitration award applicable to Pubcothe Company, its properties or assetsAssets, other than, in the case of clauses (ii) and (iii), any such conflicts, breaches, violations, defaultsDefaults, rights, losses or liens Liens that individually or in the aggregate could not have a material adverse effect Material Adverse Effect with respect to Pubco the Company or could not prevent, hinder or materially delay the ability of Pubco the Company to consummate the transactions contemplated by this Agreement.

Corporate Authority; Noncontravention. Pubco XXXXXX has all requisite corporate and other power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by Pubco LUCENT and the consummation by Pubco LUCENT of the transactions contemplated hereby have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of PubcoLUCENT. This Agreement has been duly executed and when delivered by Pubco LUCENT shall constitute a valid and binding obligation of PubcoLUCENT, enforceable against Pubco LUCENT in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors’ rights generally or by general principles of equity. The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions hereof will not, conflict with, or result in any breach or violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or “put” right with respect to any obligation or to loss of a material benefit under, or result in the creation of any lien upon any of the properties or assets of Pubco LUCENT under, (i) its articles of incorporation, bylaws, or other charter documents of Pubco LUCENT (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to PubcoLUCENT, its properties or assets, or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule, regulation or arbitration award applicable to PubcoLUCENT, its properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, breaches, violations, defaults, rights, losses or liens that individually or in the aggregate could not have a material adverse effect with respect to Pubco LUCENT or could not prevent, hinder or materially delay the ability of Pubco LUCENT to consummate the transactions contemplated by this Agreement.

Corporate Authority; Noncontravention. Pubco The Parent Company has all requisite corporate been duly appointed by each other Borrower as its attorney-in-fact to execute and other power and authority to enter into deliver this Agreement and all other Loan Documents, legally bind such Borrower to consummate the transactions terms and provisions of this Agreement, the other Loan Documents and the Obligations, and otherwise perform, from time to time, such obligations of the Borrowers set forth in and/or contemplated by this Agreement, in each case for and on behalf of such Borrower as if such Borrower had duly executed and delivered this Agreement and the other Loan Documents on its own behalf. The execution and delivery of this Agreement by Pubco Agreement, the Notes and the consummation other Loan Documents by Pubco each Borrower (or by the Parent Company on its own behalf and as attorney-in-fact for and on behalf of each Borrower), and the performance of the transactions contemplated hereby obligations of each Borrower set forth in this Agreement, the Notes and the other Loan Documents (i) have been (or at Closing will have been) duly authorized by all necessary corporate and/or stockholder action on the part of Pubco. This Agreement has been duly executed and when delivered by Pubco shall constitute a valid and binding obligation of Pubco, enforceable against Pubco in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors’ rights generally or by general principles of equity. The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement Parent Company and compliance with each of the provisions hereof other Borrowers; (ii) do not require the consent of any governmental body, agency or authority; (iii) will not, conflict with, not violate or result in (and with notice or the lapse of time will not violate or result in) the breach of any breach provision of any Borrower’s Articles/Certificate of Incorporation or violation ofBy-laws, any material indenture, instrument, agreement or other undertaking to which any Borrower is a party or by which any Borrower is bound, or default any order or regulation of any governmental authority or arbitration board or tribunal; and (with or without notice or lapse iv) except as permitted by the terms and provisions of timethis Agreement, or both) under, or give rise to a right of termination, cancellation or acceleration of or “put” right with respect to any obligation or to loss of a material benefit under, or will not result in the creation of a lien, charge or encumbrance of any lien nature upon any of the properties or assets of Pubco underany Borrower. When the Loan Documents are executed and delivered, (i) its articles they will constitute legal, valid and binding obligations of incorporationeach Borrower, bylawsenforceable against each Borrower in accordance with their respective terms, or other charter documents of Pubco (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to Pubco, its properties or assets, or (iii) subject to the governmental filings applicable bankruptcy, insolvency and other matters referred to in similar laws affecting the following sentence, any judgment, order, decree, statute, law, ordinance, rule, regulation or arbitration award applicable to Pubco, its properties or assets, other than, in the case rights of clauses (ii) and (iii), any such conflicts, breaches, violations, defaults, rights, losses or liens that individually or in the aggregate could not have a material adverse effect with respect to Pubco or could not prevent, hinder or materially delay the ability of Pubco to consummate the transactions contemplated by this Agreementcreditors generally.

Corporate Authority; Noncontravention. Pubco XTELUS has all requisite corporate and other power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by Pubco XTELUS and the consummation by Pubco XTELUS of the transactions contemplated hereby have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of PubcoXTELUS. This Agreement has been duly executed and when delivered by Pubco XTELUS shall constitute a valid and binding obligation of PubcoXTELUS, enforceable against Pubco XTELUS and NEOGEN, as applicable, in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors’ rights generally or by general principles of equity. The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions hereof will not, conflict with, or result in any breach or violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or “put” right with respect to any obligation or to a loss of a material benefit under, or result in the creation of any lien security interest upon any of the properties or assets of Pubco XTELUS under, (i) its XTELUS’s certificate or articles of incorporation, bylaws, bylaws or other organizational or charter documents of Pubco XTELUS, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to PubcoXTELUS, its properties or assets, or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule, regulation or arbitration award applicable to PubcoXTELUS, its properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, breaches, violations, defaults, rights, losses or liens security interests that individually or in the aggregate could not have a material adverse effect with respect to Pubco XTELUS or could not prevent, hinder or materially delay the ability of Pubco XTELUS to consummate the transactions contemplated by this Agreement.

Corporate Authority; Noncontravention. Pubco The Company has all requisite corporate and other power and authority to enter into this Agreement and and, subject to receipt of the approval of its stockholders, to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by Pubco the Company and the consummation by Pubco the Company of the transactions contemplated hereby have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of Pubcothe Company. This Agreement has been duly executed and when delivered by Pubco the Company shall constitute a valid and binding obligation of Pubcothe Company, enforceable against Pubco the Company in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency or other similar laws Laws affecting the enforcement of creditors’ rights generally or by general principles of equity. The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions hereof will not, conflict with, or result in any breach or violation of, or default Default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or “put” right with respect to any obligation or to a loss of a material benefit under, or result in the creation of any lien Lien upon any of the properties or assets Assets of Pubco the Company under, (i) its articles the Certificate of incorporationIncorporation, bylaws, Bylaws or other organizational or charter documents of Pubco the Company, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permitPermit, concession, franchise or license applicable to Pubcothe Company, its properties or assetsAssets, or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, orderOrder, decree, statute, lawLaw, ordinance, rule, regulation or arbitration award applicable to Pubcothe Company, its properties or assetsAssets, other than, in the case of clauses (ii) and (iii), any such conflicts, breaches, violations, defaultsDefaults, rights, losses or liens Liens that individually or in the aggregate could would not have a material adverse effect Material Adverse Effect with respect to Pubco the Company or could would not prevent, hinder or materially delay the ability of Pubco the Company to consummate the transactions contemplated by this Agreement.

Corporate Authority; Noncontravention. Pubco The Operating Subsidiary has all requisite corporate and other power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement. The Transactions, the execution and delivery of this Agreement by Pubco the Operating Subsidiary and the consummation by Pubco the Operating Subsidiary of the transactions contemplated hereby Transactions have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of Pubcothe Operating Subsidiary . This Agreement has been duly executed and when delivered by Pubco the Operating Subsidiary shall constitute a valid and binding obligation of Pubcothe Operating Subsidiary , enforceable against Pubco the Operating Subsidiary in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency or other similar laws Laws affecting the enforcement of creditors’ rights generally or by general principles of equity. The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement Transactions and compliance with the provisions hereof will not, conflict with, or result in any breach or violation of, or default Default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or “put” right with respect to any obligation or to a loss of a material benefit under, or result in the creation of any lien Lien upon any of the properties or assets Assets of Pubco the Operating Subsidiary under, (i) its articles the Certificate of incorporationOrganization, bylaws, Bylaws or other organizational or charter documents of Pubco the Company , (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permitPermit, concession, franchise or license applicable to Pubcothe Operating Subsidiary, its properties or assetsAssets, or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, orderOrder, decree, statute, lawLaw, ordinance, rule, regulation or arbitration award applicable to Pubcothe Operating Subsidiary , its properties or assetsAssets, other than, in the case of clauses (ii) and (iii), any such conflicts, breaches, violations, defaultsDefaults, rights, losses or liens Liens that individually or in the aggregate could not have a material adverse effect Material Adverse Effect with respect to Pubco the Operating Subsidiary or could not prevent, hinder or materially delay the ability of Pubco the Operating Subsidiary to consummate the transactions contemplated by this AgreementTransactions.

Corporate Authority; Noncontravention. Pubco Buyer has all requisite corporate and other power and authority to enter into this Agreement and to consummate the transactions contemplated by this AgreementTransactions. The execution and delivery of this Agreement by Pubco Buyer and the consummation by Pubco Buyer of the transactions contemplated hereby have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of PubcoBuyer. This Agreement has been duly executed and when delivered by Pubco Buyer, shall constitute a valid and binding obligation of PubcoBuyer, enforceable against Pubco Buyer in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency or other similar laws Laws affecting the enforcement of creditors’ ' rights generally or by general principles of equity. The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement Transactions and compliance with the provisions hereof will not, conflict with, or result in any breach or violation of, or default Default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or “"put” " right with respect to any obligation or to a loss of a material benefit under, or result in the creation of any lien Lien upon any of the properties or assets Assets of Pubco Buyer under, (i) its articles the Certificate of incorporationIncorporation, bylawsBylaws, or other charter documents of Pubco Buyer, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permitPermit, concession, franchise or license applicable to PubcoBuyer, its properties or assetsAssets, or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, orderOrder, decree, statute, lawLaw, ordinance, rule, regulation or arbitration award applicable to PubcoBuyer, its properties or assetsAssets, other than, in the case of clauses (ii) and (iii), any such conflicts, breaches, violations, defaultsDefaults, rights, losses or liens Liens that individually or in the aggregate could not have a material adverse effect Material Adverse Effect with respect to Pubco Buyer or could not prevent, hinder or materially delay the ability of Pubco Buyer to consummate the transactions contemplated by this AgreementTransactions.

Corporate Authority; Noncontravention. Pubco Parent has all requisite corporate and other power and authority to enter into this Agreement and to consummate the transactions contemplated by this AgreementTransactions. The execution and delivery of this Agreement by Pubco Parent and the consummation by Pubco Parent of the transactions contemplated hereby have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of PubcoParent. This Agreement has been duly executed and when delivered by Pubco Parent, shall constitute a valid and binding obligation of PubcoParent, enforceable against Pubco Parent in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency or other similar laws Laws affecting the enforcement of creditors’ rights generally or by general principles of equity. The execution and delivery of this Agreement do does not, and the consummation of the transactions contemplated by this Agreement Transactions and compliance with the provisions hereof will not, conflict with, or result in any breach or violation of, or default Default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or “put” right with respect to any obligation or to loss of a material benefit under, or result in the creation of any lien Lien upon any of the properties or assets Assets of Pubco Parent under, (i) its articles the Certificate of incorporationIncorporation, bylawsBylaws, or other charter documents of Pubco Parent, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permitPermit, concession, franchise or license applicable to PubcoParent, its properties or assetsAssets, or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, orderOrder, decree, statute, lawLaw, ordinance, rule, regulation or arbitration award applicable to PubcoParent, its properties or assetsAssets, other than, in the case of clauses (ii) and (iii), any such conflicts, breaches, violations, defaultsDefaults, rights, losses or liens Liens that individually or in the aggregate could not have a material adverse effect Material Adverse Effect with respect to Pubco Parent or could not prevent, hinder or materially delay the ability of Pubco Parent to consummate the transactions contemplated by this Agreement.Transactions. 4.5. L/88017/5160/3423382/1 Ref. 09-1809-14-305 No. 158849_001

Corporate Authority; Noncontravention. Pubco has and Pubco Stockholder have all requisite corporate and other power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by Pubco and the consummation by Pubco of the transactions contemplated hereby by this Agreement have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of Pubco. This Agreement has been duly executed and when delivered by Pubco and Pubco Stockholder, shall constitute a valid and binding obligation of PubcoPubco and Pubco Stockholder, enforceable against Pubco and Pubco Stockholder in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors’ rights generally or by general principles of equity. The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions hereof of this Agreement will not, conflict with, or result in any breach or violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or “put” right with respect to any obligation or to loss of a material benefit under, or result in the creation of any lien upon any of the properties or assets of Pubco under, (i) its articles of incorporation, bylaws, bylaws or other charter documents of Pubco Pubco, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to Pubco, its properties or assets, or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule, regulation or arbitration award applicable to Pubco, its properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, breaches, violations, defaults, rights, losses or liens that individually or in the aggregate could not have a material adverse effect with respect to Pubco or could not prevent, hinder or materially delay the ability of Pubco to consummate the transactions contemplated by this Agreement.

Corporate Authority; Noncontravention. Pubco Propell has all requisite corporate and other power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by Pubco Propell and the consummation by Pubco Propell of the transactions contemplated hereby have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of PubcoPropell. This Agreement has been duly executed and when delivered by Pubco Propell shall constitute a valid and binding obligation of PubcoPropell, enforceable against Pubco Propell in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors’ rights generally or by general principles of equity. The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions hereof will not, conflict with, or result in any breach or violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or “put” right with respect to any obligation or to loss of a material benefit under, or result in the creation of any lien upon any of the properties or assets of Pubco Propell under, (i) its articles of incorporation, bylaws, or other charter documents of Pubco Propell; (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to PubcoPropell, its properties or assets, ; or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule, regulation or arbitration award applicable to PubcoPropell, its properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, breaches, violations, defaults, rights, losses or liens that individually or in the aggregate could not have a material adverse effect with respect to Pubco Propell or could not prevent, hinder or materially delay the ability of Pubco Propell to consummate the transactions contemplated by this Agreement.

Corporate Authority; Noncontravention. Pubco has The Company Shareholders and the Company have all requisite corporate and other power and authority to enter into this Agreement and to consummate the transactions contemplated by this the Agreement. The execution and delivery of this Agreement by Pubco the Company and the consummation by Pubco it of the transactions contemplated hereby have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of Pubcothe Company. This Agreement has been duly executed and when delivered by Pubco the Company Shareholders and the Company, shall constitute a valid and binding obligation of Pubcothe Company Shareholders and the Company, enforceable against Pubco the Company Shareholders and the Company, in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors’ rights generally or by general principles of equity. The execution and delivery of this Agreement do does not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions hereof will not, conflict with, or result in any breach or violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or “put” right with respect to any obligation or to a loss of a material benefit under, or result in the creation of any lien upon any of the properties or assets of Pubco the Company under, (i) its the certificate or articles of incorporation, bylaws, bylaws or other organizational or charter documents of Pubco the Company, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to Pubcothe Company, its properties or assets, or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule, regulation or arbitration award applicable to Pubcothe Company, its properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, breaches, violations, defaults, rights, losses or liens that individually or in the aggregate could not have a material adverse effect with respect to Pubco the Company or could not prevent, hinder or materially delay the ability of Pubco the Company to consummate the transactions contemplated by this Agreement. Governmental Authorization. No consent, approval, order or authorization of, or registration, declaration or filing with, or notice to, any United States, People’s Republic of China (“PRC”) court, administrative agency or commission, or other federal, state or local government or other governmental authority, agency, domestic or foreign (a “Governmental Entity”), is required by or with respect to the Company Shareholders or the Company in connection with the execution and delivery of this Agreement by the Company Shareholders or the Company or the consummation by the Company Shareholders or the Company of the transactions contemplated hereby, except, with respect to this Agreement, any filings under the Securities Act or Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”) and any registrations, notices or filings required to be made in order to comply with the currency and exchange control requirements imposed by the Chinese government and/or PRC law, if any. ______________________________________ 1 Please confirm whether the Company has any subsidiaries.

Corporate Authority; Noncontravention. Pubco WRAP has all requisite corporate and other power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by Pubco WRAP and the consummation by Pubco WRAP of the transactions contemplated hereby have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of PubcoWRAP. This Agreement has been duly executed and when delivered by Pubco WRAP shall constitute a valid and binding obligation of PubcoWRAP, enforceable against Pubco WRAP in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors’ rights generally or by general principles of equity. The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions hereof will not, conflict with, or result in any breach or violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or “put” right with respect to any obligation or to loss of a material benefit under, or result in the creation of any lien security interest upon any of the properties or assets of Pubco WRAP under, (i) its articles of incorporation, bylaws, or other charter documents of Pubco WRAP (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to PubcoWRAP, its properties or assets, or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule, regulation or arbitration award applicable to PubcoWRAP, its properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, breaches, violations, defaults, rights, losses or liens security interests that individually or in the aggregate could not have a material adverse effect with respect to Pubco WRAP or could not prevent, hinder or materially delay the ability of Pubco WRAP to consummate the transactions contemplated by this Agreement.

Corporate Authority; Noncontravention. Pubco TEI has all requisite corporate and other power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by Pubco TEI and the consummation by Pubco TEI of the transactions contemplated hereby have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of PubcoTEI. This Agreement has been duly executed and when delivered by Pubco TEI shall constitute a valid and binding obligation of PubcoTEI, enforceable against Pubco TEI in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors’ rights generally or by general principles of equity. The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions hereof will not, conflict with, or result in any breach or violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or “put” right with respect to any obligation or to loss of a material benefit under, or result in the creation of any lien upon any of the properties or assets of Pubco TEI under, (i) its articles of incorporation, bylaws, or other charter documents of Pubco TEI (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to PubcoTEI, its properties or assets, or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule, regulation or arbitration award applicable to PubcoTEI, its properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, breaches, violations, defaults, rights, losses or liens that individually or in the aggregate could not have a material adverse effect with respect to Pubco TEI or could not prevent, hinder or materially delay the ability of Pubco TEI to consummate the transactions contemplated by this Agreement.

Corporate Authority; Noncontravention. Pubco RxxxxXxx has all requisite corporate and other power and authority to enter into this Agreement and to consummate the transactions contemplated by this AgreementAgreement contemplated hereunder. The execution and delivery of this Agreement by Pubco RxxxxXxx and the consummation by Pubco ReachOut of the transactions contemplated hereby by this Agreement have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of PubcoReachOut and the Shareholders. This Agreement has been duly executed and when delivered by Pubco ReachOut shall constitute a valid and binding obligation of PubcoReachOut, enforceable against Pubco ReachOut in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency or other similar laws Laws affecting the enforcement of creditors’ rights generally or by general principles of equity. The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement Share Exchange and compliance with the provisions hereof will not, conflict with, or result in any breach or violation of, or default Default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or “put” right with respect to any obligation or to a loss of a material benefit under, or result in the creation of any lien Lien upon any of the properties or assets Assets of Pubco ReachOut under, (i) its articles the Certificate of incorporationIncorporation, bylaws, Bylaws or other organizational or charter documents of Pubco ReachOut (copies of which have been provided to Company on or prior to the date of this Agreement) (the “ReachOut Charter Documents”), (ii) any any, loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permitPermit, concession, franchise or license applicable to PubcoReachOut or the Shareholder, its theirs properties or assetsAssets, or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, orderOrder, decree, statute, lawLaw, ordinance, rule, regulation or arbitration award applicable to PubcoReachOut or the Shareholder, its their properties or assetsAssets, other than, in the case of clauses (ii) and (iii), any such conflicts, breaches, violations, defaultsDefaults, rights, losses or liens Liens that individually or in the aggregate could not have a material adverse effect Material Adverse Effect with respect to Pubco ReachOut or could not prevent, hinder or materially delay the ability of Pubco ReachOut to consummate the transactions contemplated by this AgreementShare Exchange.

Corporate Authority; Noncontravention. Pubco Echo has all requisite corporate and other power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by Pubco Echo and the consummation by Pubco Echo of the transactions contemplated hereby have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of PubcoEcho. This Agreement has been duly executed and when delivered by Pubco Echo shall constitute a valid and binding obligation of PubcoEcho, enforceable against Pubco Echo in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors’ rights generally or by general principles of equity. The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions hereof will not, conflict with, or result in any breach or violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or “put” right with respect to any obligation or to loss of a material benefit under, or result in the creation of any lien upon any of the properties or assets of Pubco Echo under, (i) its articles of incorporation, bylaws, or other charter documents of Pubco Echo (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to PubcoEcho, its properties or assets, or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule, regulation or arbitration award applicable to PubcoEcho, its properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, breaches, violations, defaults, rights, losses or liens that individually or in the aggregate could not have a material adverse effect Material Adverse Effect with respect to Pubco Echo or could not prevent, hinder or materially delay the ability of Pubco Echo to consummate the transactions contemplated by this Agreement.. Exchange Agreement, April, 2013

Corporate Authority; Noncontravention. Pubco GCAN has all requisite corporate and other power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by Pubco GCAN and the consummation by Pubco GCAN of the transactions contemplated hereby have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of Pubco. GCAN This Agreement has been duly executed and when delivered by Pubco GCAN shall constitute a valid and binding obligation of PubcoGCAN, enforceable against Pubco GCAN in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors’ rights generally or by general principles of equity. The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions hereof will not, conflict with, or result in any breach or violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or “put” right with respect to any obligation or to loss of a material benefit under, or result in the creation of any lien upon any of the properties or assets of Pubco GCAN under, (i) its articles of incorporation, bylaws, or other charter documents of Pubco GCAN (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to PubcoGCAN, its properties or assets, or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule, regulation or arbitration award applicable to PubcoGCAN, its properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, breaches, violations, defaults, rights, losses or liens that individually or in the aggregate could not have a material adverse effect with respect to Pubco GCAN or could not prevent, hinder or materially delay the ability of Pubco GCAN to consummate the transactions contemplated by this Agreement.

Corporate Authority; Noncontravention. Pubco has all requisite corporate and other power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by Pubco and the consummation by Pubco of the transactions contemplated hereby have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of Pubco. This Agreement has been duly executed and when delivered by Pubco shall constitute a valid and binding obligation of Pubco, enforceable against Pubco in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors’ rights generally or by general principles of equity. The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions hereof will not, conflict with, or result in any breach or violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or “put” right with respect to any obligation or to loss of a material benefit under, or result in the creation of any lien security interest upon any of the properties or assets of Pubco under, (i) its articles of incorporation, bylaws, or other charter documents of Pubco (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to Pubco, its properties or assets, or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule, regulation or arbitration award applicable to Pubco, its properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, breaches, violations, defaults, rights, losses or liens security interests that individually or in the aggregate could not have a material adverse effect with respect to Pubco or could not prevent, hinder or materially delay the ability of Pubco to consummate the transactions contemplated by this Agreement.

Corporate Authority; Noncontravention. Pubco The Corporation has all requisite corporate and other power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreementhereunder. The execution and delivery of this Agreement by Pubco the Corporation and the consummation by Pubco the Corporation of the transactions contemplated hereby have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of Pubcothe Corporation and the Seller. This Agreement has been duly executed and when delivered by Pubco the Corporation shall constitute a valid and binding obligation of Pubcothe Corporation, enforceable against Pubco the Corporation in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors’ rights generally or by general principles of equity. The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions hereof will not, conflict with, or result in any breach or violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or “put” right with respect to any obligation or to a loss of a material benefit under, or result in the creation of any lien Lien upon any of the properties or assets of Pubco the Corporation under, (i) its articles of incorporationthe Governing Documents, bylaws, or other charter documents of Pubco (ii) any any, loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to Pubcothe Corporation or the Seller, its their properties or assets, or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule, regulation or arbitration award applicable to Pubcothe Corporation or the Seller, its their properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, breaches, violations, defaults, rights, losses or liens Encumbrances that individually or in the aggregate could not have a material adverse effect on the condition (financial or otherwise), business, assets, liabilities or the reported or reasonably anticipated future results or prospects of the Corporation (“Material Adverse Effect”) with respect to Pubco the Corporation or could not prevent, hinder or materially delay the ability of Pubco the Corporation to consummate the transactions contemplated by this Agreement.

Corporate Authority; Noncontravention. Pubco has The Company and the Shareholder have all requisite corporate and other power and authority to enter into this Agreement and to consummate the transactions Transactions contemplated by this Agreementhereunder. The execution and delivery of this Agreement by Pubco the Company and the Shareholder and the consummation by Pubco the Company of the transactions contemplated hereby Transactions have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of Pubcothe Company and the Shareholder. This Agreement has been duly executed and when delivered by Pubco the Company and the Shareholder shall constitute a valid and binding obligation of Pubcothe Company and the Shareholder, enforceable against Pubco the Company and the Shareholder in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency or other similar laws Laws affecting the enforcement of creditors’ ' rights generally or by general principles of equity. The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement Transactions and compliance with the provisions hereof will not, conflict with, or result in any breach or violation of, or default Default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or “"put” " right with respect to any obligation or to a loss of a material benefit under, or result in the creation of any lien Lien upon any of the properties or assets Assets of Pubco the Company under, (i) its articles the Certificate of incorporationIncorporation, bylaws, Bylaws or other organizational or charter documents of Pubco the Company (the "Company Charter Documents"), (ii) any any, loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permitPermit, concession, franchise or license applicable to Pubcothe Company or the Shareholder, its theirs properties or assetsAssets, or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, orderOrder, decree, statute, lawLaw, ordinance, rule, regulation or arbitration award applicable to Pubcothe Company or the Shareholder, its their properties or assetsAssets, other than, in the case of clauses (ii) and (iii), any such conflicts, breaches, violations, defaultsDefaults, rights, losses or liens Liens that individually or in the aggregate could not have a material adverse effect Material Adverse Effect with respect to Pubco the Company or could not prevent, hinder or materially delay the ability of Pubco the Company or the Shareholder to consummate the transactions contemplated by this AgreementTransactions.

Corporate Authority; Noncontravention. Pubco YourSpace has all requisite corporate and other power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by Pubco YourSpace and the consummation by Pubco YourSpace of the transactions contemplated hereby by this Agreement have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of PubcoYourSpace and the Shareholders. This Agreement has been duly executed and when delivered by Pubco YourSpace shall constitute a valid and binding obligation of PubcoYourSpace, enforceable against Pubco YourSpace in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency or other similar laws Laws affecting the enforcement of creditors’ rights generally or by general principles of equity. The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement Share Exchange and compliance with the provisions hereof will not, conflict with, or result in any breach or violation of, or default Default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or “put” right with respect to any obligation or to a loss of a material benefit under, or result in the creation of any lien Lien upon any of the properties or assets Assets of Pubco YourSpace under, (i) its articles the Certificate of incorporationIncorporation, bylaws, Bylaws or other organizational or charter documents of Pubco YourSpace (copies of which have been provided to Company on or prior to the date of this Agreement) (the “YourSpace Charter Documents”), (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permitPermit, concession, franchise or license applicable to PubcoYourSpace or the Shareholders, its their properties or assetsAssets, or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, orderOrder, decree, statute, lawLaw, ordinance, rule, regulation or arbitration award applicable to PubcoYourSpace or the Shareholders, its their properties or assetsAssets, other than, in the case of clauses (ii) and (iii), any such conflicts, breaches, violations, defaults, rights, losses or liens that individually or in the aggregate could not have a material adverse effect with respect to Pubco or could not prevent, hinder or materially delay the ability of Pubco to consummate the transactions contemplated by this Agreement.and

Corporate Authority; Noncontravention. Pubco Allure has all requisite corporate and other power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by Pubco Allure and the consummation by Pubco Allure of the transactions contemplated hereby have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of PubcoAllure. This Agreement has been duly executed and when delivered by Pubco Allure shall constitute a valid and binding obligation of PubcoAllure, enforceable against Pubco Allure in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors’ rights generally or by general principles of equity. The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions hereof will not, conflict with, or result in any breach or violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or “put” right with respect to any obligation or to loss of a material benefit under, or result in the creation of any lien upon any of the properties or assets of Pubco Allure under, (i) its articles of incorporation, bylaws, or other charter documents of Pubco Allure (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to Pubco, Allure or to its properties or assets, or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule, regulation or arbitration award applicable to PubcoAllure, its properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, breaches, violations, defaults, rights, losses or liens that individually or in the aggregate could not have a material adverse effect with respect to Pubco Allure or could not prevent, hinder or materially delay the ability of Pubco Allure to consummate the transactions contemplated by this Agreement.