Common use of Corporate Authority Relative to this Agreement; No Violation Clause in Contracts

Corporate Authority Relative to this Agreement; No Violation. (a) No vote of the holders of capital stock of Parent is necessary to approve this Agreement and the consummation of the transactions contemplated hereby. Each of Parent and Merger Sub has all requisite corporate power and authority to enter into and deliver this Agreement and to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by the Boards of Directors of Parent and Merger Sub and by Parent, as the sole stockholder of Merger Sub, and, except for the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub and, assuming this Agreement constitutes the valid and binding agreement of the Company, this Agreement constitutes the valid and binding agreement of Parent and Merger Sub, enforceable against each of Parent and Merger Sub in accordance with its terms.

Corporate Authority Relative to this Agreement; No Violation. (a) No vote of the holders of capital stock of Parent is necessary to approve this Agreement and the consummation of the transactions contemplated hereby. Each of Parent and Merger Sub has all requisite corporate power and authority to enter into and deliver this Agreement and each other document to perform its obligations hereunder be entered into by Parent and Merger Sub in connection with the transactions contemplated hereby (together with this Agreement, the “Parent Transaction Documents”) and, subject to the approval of Parent as the sole stockholder of Merger Sub, which approval shall be delivered by Parent immediately following execution of this Agreement, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the other Parent Transaction Documents and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the Boards of Directors part of Parent and Merger Sub Sub, and by no other corporate proceedings on the part of Parent, Merger Sub or their respective equity holders, except Parent as the sole stockholder of Merger Sub, and, except for the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby. This Agreement Each of the Parent Transaction Documents has been duly and validly executed and delivered by Parent and Merger Sub and, assuming this Agreement such Parent Transaction Document constitutes the legal, valid and binding agreement of the Companycounterparty thereto, this Agreement each of the Parent Transaction Documents constitutes the legal, valid and binding agreement of each of Parent and Merger Sub, Sub and is enforceable against each of Parent and Merger Sub in accordance with its terms, except as such enforcement may be limited by the Remedies Exceptions.

Corporate Authority Relative to this Agreement; No Violation. (a) No vote of the holders of capital stock of Parent is necessary to approve this Agreement and the consummation of the transactions contemplated hereby. Each of Parent and Merger Sub Buyer each has all requisite corporate power and authority to enter into and deliver this Agreement and to perform its obligations hereunder the Ancillary Agreement, and to consummate the transactions contemplated herebyhereby and thereby. The execution and delivery of this Agreement and the Ancillary Agreement to be executed and delivered by Parent and Buyer, and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by the Boards board of Directors directors of each of Parent and Merger Sub Buyer, and by Parent, as the sole stockholder of Merger Sub, and, except for the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, no other corporate proceedings on the part of Parent or Merger Sub Buyer are necessary to authorize the execution and delivery of this Agreement and the consummation of the transactions contemplated herebyhereby and thereby. This Agreement has been been, and the Ancillary Agreement to be executed and delivered by Parent and Buyer will be, duly and validly executed and delivered by Parent and Merger Sub or Buyer, as the case may be, and, assuming this Agreement constitutes and Ancillary Agreement constitute the valid and binding agreement of the CompanySeller, this Agreement constitutes constitutes, and as of the Closing, the Ancillary Agreement will constitute, the valid and binding agreement of Parent and Merger Subor Buyer, as the case may be, enforceable against each of Parent and Merger Sub or Buyer in accordance with its terms.

Corporate Authority Relative to this Agreement; No Violation. (a) No vote of the holders of capital stock of Parent is necessary to approve this Agreement and the consummation of the transactions contemplated hereby. Each of Parent and Merger Sub has have all requisite corporate power and authority to enter into and deliver this Agreement and to perform its obligations hereunder and to consummate the transactions contemplated herebyTransactions, including the Merger. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby Transactions have been duly and validly authorized by the Boards Parent’s board of Directors of Parent and Merger Sub and by Parent, as the sole stockholder of Merger Sub, directors and, except for the filing of the Certificate Articles of Merger with the Secretary of State of the State of DelawareMinnesota, no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize the execution and delivery of this Agreement and the consummation of the transactions contemplated herebyTransactions. Parent, as sole shareholder of Merger Sub, has duly executed and delivered to Merger Sub a written consent approving the Merger and adopting the Plan of Merger, such written consent by its terms to become effective immediately following the execution of this Agreement. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub and, assuming this Agreement constitutes the valid and binding agreement of the Company, this Agreement constitutes the valid and binding agreement of Parent and Merger Sub, enforceable Enforceable against each of Parent and Merger Sub in accordance with its termsSub.

Corporate Authority Relative to this Agreement; No Violation. (a) No vote of the holders of capital stock of Parent is necessary to approve this Agreement and the consummation of the transactions contemplated hereby. Each of Parent and Merger Sub has all requisite corporate power and authority to enter into and deliver this Agreement and to perform its obligations hereunder and to consummate the transactions contemplated herebyby this Agreement. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby by this Agreement have been duly and validly authorized by the Boards of Directors of Parent and Merger Sub and by Parent, as the sole stockholder of Merger Sub, and, except for the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize the execution and delivery of this Agreement and or the consummation of the transactions contemplated herebyby this Agreement. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub and, assuming this Agreement constitutes the valid and binding agreement agreements of the Company, this Agreement constitutes the valid and binding agreement of Parent and Merger Sub, enforceable against each of Parent and Merger Sub in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, and principles of equity affecting creditors’ rights and remedies generally.

Corporate Authority Relative to this Agreement; No Violation. (a) No vote of the holders of capital stock of Parent is necessary to approve this Agreement and the consummation of the transactions contemplated hereby. Each of Parent and Merger Sub has all requisite corporate power and authority to enter into and deliver this Agreement and, subject to receipt of the Parent Stockholder Approval and to perform its obligations hereunder and the adoption of this Agreement by Parent as sole stockholder of Merger Sub, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by the Boards Board of Directors of Parent and the Board of Directors of Merger Sub and, except for the Parent Stockholder Approval and the adoption of this Agreement by Parent, Parent as the sole stockholder of Merger Sub, and, except for the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub and, assuming this Agreement constitutes the legal, valid and binding agreement of the Company, this Agreement constitutes the legal, valid and binding agreement of each of Parent and Merger Sub, enforceable against each of Parent and Merger Sub in accordance with its terms, subject to the Enforceability Exceptions.

Corporate Authority Relative to this Agreement; No Violation. (a) No vote of the holders of capital stock of Parent is necessary to approve this Agreement and the consummation of the transactions contemplated hereby. Each of Parent and Merger Sub has all requisite corporate power and authority to enter into and deliver this Agreement and, subject to the adoption of this Agreement by Parent as the sole stockholder of Merger Sub, which adoption Parent will provide immediately following execution and to perform its obligations hereunder and delivery of this Agreement, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by the Boards of Directors of Parent and Merger Sub and by Parent, as the sole stockholder of Merger Sub, and, except for the filing of the Certificate of Merger with the Secretary of State of the State of DelawareDelaware and the adoption of this Agreement by Parent as the sole stockholder of Merger Sub, no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub and, assuming this Agreement constitutes the valid and binding agreement of the Company, this Agreement constitutes the valid and binding agreement of Parent and Merger Sub, enforceable against each of Parent and Merger Sub in accordance with its terms.

Corporate Authority Relative to this Agreement; No Violation. (a) No vote of the holders of capital stock of Parent is necessary to approve this Agreement and the consummation of the transactions contemplated hereby. Each of Parent and Merger Sub has all requisite necessary corporate power and authority to enter into execute and deliver this Agreement and to perform its obligations hereunder and to consummate the transactions contemplated hereby, including the Merger. The execution, delivery and performance by Parent and Merger Sub of this Agreement and the consummation by each of them of the Merger have been duly authorized by all necessary corporate action on the part of Parent and Merger Sub, and no other corporate action on the part of either Parent or Merger Sub is necessary to authorize the execution and delivery by Parent and Merger Sub of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by Merger. Parent Board, acting in accordance with the Boards of Directors of Parent and Merger Sub and by Parent, as the sole stockholder of Merger Sub, and, except for the filing recommendation of the Certificate of Merger with the Secretary of State of the State of DelawareParent Special Committee, no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize the execution and delivery of has approved this Agreement and the consummation of the transactions contemplated herebyMerger. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub and, assuming this Agreement constitutes due and valid authorization, execution and delivery hereof by the Company, is the valid and binding agreement obligation of the Company, this Agreement constitutes the valid and binding agreement of Parent and Merger Sub, enforceable against each of Parent and Merger Sub enforceable against each of them in accordance with its terms, except as such enforcement may be subject to applicable bankruptcy, reorganization, insolvency, moratorium or other similar Laws affecting creditor’s rights generally and general principles of equitable relief.

Corporate Authority Relative to this Agreement; No Violation. (a) No vote of the holders of capital stock of Parent is necessary to approve this Agreement and the consummation of the transactions contemplated hereby. Each of Parent and Merger Sub has all the requisite corporate or limited liability company power and authority authority, as applicable, to enter into execute and deliver this Agreement and each other document to perform its obligations hereunder be entered into by Parent or Merger Sub in connection with the transactions contemplated hereby (together with this Agreement, the “Parent Transaction Documents”) and to consummate the transactions contemplated hereby, including the Merger, and thereby. The execution and delivery of this Agreement and the other Parent Transaction Documents and the consummation by each of them of the transactions contemplated hereby and thereby have been duly and validly authorized by the Boards of Directors of Parent all necessary corporate and Merger Sub and by Parentlimited liability company action, as the sole stockholder of Merger Subapplicable, and, except for the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, no other corporate proceedings on the part of Parent and Merger Sub, and no other corporate or limited liability company action, as applicable, on the part of either Parent or Merger Sub or vote of Parent’s stockholders are necessary to authorize the execution and delivery by Parent and Merger Sub of this Agreement and the other Parent Transaction Documents and the consummation of the transactions contemplated herebyMerger. This The Board of Directors of Parent, acting in accordance with the recommendation of the Parent Special Committee, has approved this Agreement and the Merger. Each of the Parent Transaction Documents has been duly and validly executed and delivered by Parent and Merger Sub and, assuming this Agreement each such Parent Transaction Document constitutes the legal, valid and binding agreement of the Companycounterparty thereto, this Agreement each of the Parent Transaction Documents constitutes the legal, valid and binding agreement of Parent and Merger Sub, enforceable against each of Parent and Merger Sub in accordance with its terms, except as such enforcement may be subject to the Remedies Exceptions.

Corporate Authority Relative to this Agreement; No Violation. (a) No vote of the holders of capital stock of Parent is necessary to approve this Agreement and the consummation of the transactions contemplated hereby. Each of Parent and Merger Sub has all the requisite corporate power and authority to enter into and deliver this Agreement and to perform its obligations hereunder and to consummate the transactions contemplated herebyby this Agreement, including the Merger. The execution, delivery and performance of this Agreement by Parent and Merger Sub and the consummation by each of them of the Merger have been duly and validly authorized by the Parent Board of Directors and the board of directors of Merger Sub, and no other corporate proceedings on the part of either of Parent or Merger Sub or vote of Parent’s shareholders is necessary to authorize the execution and delivery by Parent and Merger Sub of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by the Boards Merger. The board of Directors directors of Parent and Merger Sub and by Parent, as has unanimously (i) determined that the sole stockholder of Merger Sub, and, except for the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize the execution and delivery terms of this Agreement and the Merger are fair to, and in the best interests of, Merger Sub and its shareholders and (ii) duly and validly approved the execution and delivery by Merger Sub of this Agreement, the performance by Merger Sub of its covenants and agreements contained herein and the consummation of the transactions contemplated hereby. This Agreement has been duly Merger upon the terms and validly executed and delivered by Parent and Merger Sub and, assuming this Agreement constitutes subject to the valid and binding agreement of the Company, this Agreement constitutes the valid and binding agreement of Parent and Merger Sub, enforceable against each of Parent and Merger Sub in accordance with its termsconditions contained herein.

Corporate Authority Relative to this Agreement; No Violation. (a) No vote Each of Parent and Merger Sub has the requisite corporate power and authority to execute and deliver this Agreement and, subject to the adoption of this Agreement by the sole stockholder of Merger Sub (the “Merger Sub Stockholder Approval”) (which Merger Sub Stockholder Approval will be obtained promptly following the execution and delivery of this Agreement), to consummate the transactions contemplated hereby, including the Merger. The execution, delivery and performance by Parent and Merger Sub of this Agreement and the consummation by each of them of the holders of capital stock transactions contemplated hereby, including the Merger, have been duly and validly authorized by all necessary corporate action on the part of Parent and Merger Sub, and no other corporate action on the part of either Parent or Merger Sub is necessary to approve authorize the execution and delivery by Parent and Merger Sub of this Agreement and or the consummation of the transactions contemplated hereby. Each of Parent and Merger Sub has all requisite corporate power and authority to enter into and deliver this Agreement and to perform its obligations hereunder and to consummate , including the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by the Boards of Directors of Parent and Merger Sub and by Parent, as the sole stockholder of Merger Sub, and, except for the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize the execution and delivery of this Agreement and the consummation of the transactions contemplated herebyMerger. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub and, assuming this Agreement constitutes the legal, valid and binding agreement of the Company, this Agreement constitutes the legal, valid and binding agreement of Parent and Merger Sub, Sub and is enforceable against each of Parent Parent, and Merger Sub in accordance with its terms, except as such enforcement may be subject to the Enforceability Exceptions.

Corporate Authority Relative to this Agreement; No Violation. (a) No vote of the holders of capital stock of Parent is necessary to approve this Agreement and the consummation of the transactions contemplated hereby. Each of Parent and Merger Sub has all requisite the corporate power and authority to enter into and deliver this Agreement and the Option Agreement and to perform carry out its obligations hereunder and to consummate the transactions contemplated herebythereunder. The execution and delivery of this Agreement and the Option Agreement and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by the Boards Board of Directors of Parent and Merger Sub and by Parent, as the sole stockholder of Merger Sub, and, except for the filing approval by its stockholders of the Certificate of Merger with the Secretary of State issuance by Parent of the State of DelawareMerger Consideration, no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize the execution and delivery of this Agreement and the consummation of the transactions contemplated herebyhereby and thereby. The Board of Directors of Parent has determined that the transactions contemplated by this Agreement and the Option Agreement are in the best interest of Parent and its stockholders and to recommend to such stockholders that they approve the issuance of the Merger Consideration. This Agreement has and the Option Agreement have been duly and validly executed and delivered by Parent and Merger Sub and, assuming this Agreement constitutes and the Option Agreement constitute valid and binding agreement agreements of the Companyother parties hereto, this Agreement constitutes and the Option Agreement constitute valid and binding agreement agreements of Parent and Merger Sub, enforceable against each of Parent and Merger Sub in accordance with its termstheir terms (except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, reorganization or other laws affecting the enforcement of creditors' rights generally, or by principles governing the availability of equitable remedies).

Corporate Authority Relative to this Agreement; No Violation. (a) No vote of the holders of capital stock of Parent is necessary to approve this Agreement and the consummation of the transactions contemplated hereby. Each of Parent and Merger Sub has all requisite corporate the legal power and authority to enter into and deliver this Agreement and to perform carry out its obligations hereunder and to consummate the transactions contemplated herebyhereunder. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by the Boards board of Directors directors of Parent and the board of directors of Merger Sub and by Parent, as the sole stockholder stockholders of Merger Sub, and, except for the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, Sub and no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby. The board of directors of Merger Sub has determined that the transactions contemplated by this Agreement are in the best interests of Merger Sub and its stockholders. The board of directors of Parent has determined that the transactions contemplated by this Agreement are in the best interests of Parent and its shareholder. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub and, assuming this Agreement constitutes the a valid and binding agreement of the Companyother parties hereto, this Agreement constitutes the a valid and binding agreement of Parent and Merger Sub, enforceable against each of Parent and Merger Sub in accordance with its terms, except that enforcement hereof may be limited by (A) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws now or hereafter in effect relating to creditors’ rights generally and (B) general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity).

Corporate Authority Relative to this Agreement; No Violation. (a) No vote of the holders of capital stock of Parent is necessary necessary, pursuant to applicable Law, the articles of incorporation or bylaws of Parent, pursuant to Nasdaq rules or otherwise, to approve this Agreement and Agreement, the consummation issuance of any Parent Common Stock to be exchanged for Company Common Stock pursuant to ARTICLE I or ARTICLE III or the transactions contemplated herebyTransactions. Each of Parent and each Merger Sub has all requisite the required corporate power and authority to enter into execute and deliver this Agreement and to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution Transactions, including the Offer and delivery the Mergers, subject only to the adoption of this Agreement by Parent (or a subsidiary of Parent) as the sole stockholder of the Purchaser and the sole member of Merger Sub Two which will occur following the execution of this Agreement. The execution, delivery and performance of this Agreement by Purchaser and the consummation by the Merger Subs of the transactions Transactions, including the Offer and the Mergers, contemplated hereby have been duly and validly authorized by the Boards its Board of Directors or Board of Parent and Merger Sub and by ParentManagers, as the sole stockholder of Merger Sub, and, except for the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize the execution and delivery of this Agreement and the consummation of the transactions contemplated herebyapplicable. This Agreement has been duly and validly executed and delivered by Parent and the Merger Sub Subs and, assuming this Agreement constitutes the legal, valid and binding agreement of the Company, this Agreement constitutes the legal, valid and binding agreement of Parent and the Merger Sub, Subs and is enforceable against each of Parent and the Merger Sub Subs in accordance with its terms, except as such enforcement may be subject to the Enforceability Exceptions.

Corporate Authority Relative to this Agreement; No Violation. (a) No vote of the holders of capital stock of Parent is necessary to approve this Agreement and the consummation of the transactions contemplated hereby. Each of Parent and Merger Sub has all requisite corporate power and authority to enter into and deliver this Agreement and Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution execution, delivery and delivery performance of this Agreement and the consummation of the Merger and the other transactions contemplated hereby hereby, have been duly and validly authorized by the Boards of Directors general partner of Parent and the board of directors of Merger Sub and by the applicable wholly owned Subsidiary of Parent, as the sole stockholder of Merger Sub, and, except for the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, no other corporate proceedings on the part of Parent or Parent, Merger Sub or their respective Subsidiaries are necessary to authorize the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Parent Xxxxxx and Merger Sub and, assuming this Agreement constitutes the valid and binding agreement of the Company, this Agreement constitutes the valid and binding agreement of Parent and Merger Sub, enforceable against each of Parent and Merger Sub in accordance with its termsterms (subject to Bankruptcy and Equity Exceptions).

Corporate Authority Relative to this Agreement; No Violation. (a) No vote of the holders of capital stock of Parent is necessary to approve this Agreement and the consummation of the transactions contemplated hereby. Each of Parent and Merger Sub has all requisite corporate power and authority to enter into and deliver this Agreement and to perform its obligations hereunder under this Agreement and to consummate the transactions contemplated herebyby this Agreement, including the Financing. The execution execution, delivery and delivery performance of this Agreement and the consummation of the transactions contemplated hereby by this Agreement, including the Financing (as defined herein), have been duly and validly authorized by the Boards of Directors of Parent and Merger Sub and by Parent, as the sole stockholder of Merger Sub, and, except for the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize the execution and delivery of this Agreement and the consummation of the transactions contemplated herebyhereby (other than the adoption of this Agreement by Parent in its capacity as sole stockholder of Merger Sub). This Agreement has been duly and validly executed and delivered by Parent and Merger Sub and, assuming this Agreement constitutes the valid and binding agreement of the Company, this Agreement constitutes the valid and binding agreement of Parent and Merger Sub, enforceable against each of Parent and Merger Sub in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at Law) and any implied covenant of good faith and fair dealing.

Corporate Authority Relative to this Agreement; No Violation. (a) No vote of the holders of capital stock of Parent is necessary to approve this Agreement and the consummation of the transactions contemplated hereby. Each of Parent and Merger Mxxxxx Sub has all requisite corporate power and authority to enter into and deliver this Agreement and Agreement, to perform its obligations hereunder and to consummate the transactions contemplated herebyContemplated Transactions. The execution execution, delivery and delivery performance of this Agreement and the consummation of the transactions contemplated hereby Merger and the other Contemplated Transactions by Pxxxxx and Mxxxxx Sub have been duly and validly authorized by the Boards boards of Directors directors of Parent and Merger Sub and and, except for the adoption of this Agreement by Parent, Parent as the sole stockholder of Merger Sub, and, except for Sub and the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize the execution and delivery of this Agreement and the consummation of the transactions contemplated herebyContemplated Transactions. This Agreement has been duly and validly executed and delivered by Parent Pxxxxx and Merger Sub and, assuming this Agreement constitutes the valid and binding agreement of the Company, this Agreement constitutes the valid and binding agreement of Parent and Merger Sub, enforceable against each of Parent and Merger Sub in accordance with its terms, subject to the Enforceability Exceptions. Immediately following the execution and delivery of this Agreement, this Agreement will be adopted by Parent as the sole stockholder of Merger Sub.

Corporate Authority Relative to this Agreement; No Violation. (a) No vote of the holders of capital stock of Parent is necessary to approve this Agreement and the consummation of the transactions contemplated hereby. Each of Parent and Merger Sub has all the requisite corporate power and authority to enter into and deliver this Agreement and and, subject to perform its obligations hereunder and receipt of the Parent Stockholder Approvals, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by the Boards of Directors of Parent and Merger Sub and by Parent, as the sole stockholder of Merger Sub, and, except for the filing of the Certificate of Merger with the Secretary of State of the State of DelawareParent Stockholder Approvals, no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby. As of the date hereof, the Parent Board has resolved to designate the preferences and rights of the Parent Preferred Stock in accordance with Exhibit B hereto and to file a certificate of designation with the Secretary of State of Nevada. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub Sub, and, assuming this Agreement constitutes the legal, valid and binding agreement of the Company, this Agreement constitutes the legal, valid and binding agreement of each of Parent and Merger Sub, enforceable against each of Parent and Merger Sub in accordance with its terms.

Corporate Authority Relative to this Agreement; No Violation. (a) No vote of the holders of capital stock of Parent is necessary to approve this Agreement and the consummation of the transactions contemplated hereby. Each of Parent and Merger Sub has all the requisite corporate company or corporate, as applicable, power and authority to enter into and deliver this Agreement and to perform its obligations hereunder and to consummate the transactions contemplated herebyby this Agreement, including the Offer and the Merger. The execution execution, delivery and delivery performance of this Agreement by Parent and Merger Sub and the consummation of the Offer, Merger and the other transactions contemplated hereby by this Agreement have been duly and validly authorized by the Boards board of Directors managers of Parent and Merger Sub and by Parent, as the sole stockholder board of directors of Merger Sub, and, except for the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, and no other company or corporate proceedings on the part of either of Parent or Merger Sub are or vote of Parent’s owners is necessary to authorize the execution, delivery and performance by Parent and Merger Sub of this Agreement or to consummate the Offer, the Merger and the other transactions contemplated by this Agreement. The board of directors of Merger Sub has unanimously (i) determined that the terms of this Agreement, the Offer and the Merger are fair to, and in the best interests of, Merger Sub and its stockholder, and (ii) duly and validly approved the execution and delivery by Merger Sub of this Agreement Agreement, the performance by Merger Sub of its covenants and agreements contained herein and the consummation of the transactions contemplated hereby. This Agreement has been duly Offer and validly executed the Merger upon the terms and delivered by Parent and Merger Sub and, assuming this Agreement constitutes subject to the valid and binding agreement of the Company, this Agreement constitutes the valid and binding agreement of Parent and Merger Sub, enforceable against each of Parent and Merger Sub in accordance with its termsconditions contained herein.

Corporate Authority Relative to this Agreement; No Violation. (a) No vote of the holders of capital stock of Parent is necessary to approve this Agreement and the consummation of the transactions contemplated hereby. Each of Parent and Merger Sub has all requisite corporate the legal power and authority to enter into and deliver this Agreement and to perform carry out its obligations hereunder and to consummate the transactions contemplated herebyhereunder. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by the Boards board of Directors directors of Parent and the board of directors of Merger Sub and by Parent, as the sole stockholder stockholders of Merger Sub, and, except for the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, Sub and no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby. The board of directors of Merger Sub has determined that the transactions contemplated by this Agreement are in the best interests of Merger Sub and its stockholders. The board of directors of Parent has determined that the transactions contemplated by this Agreement are in the best interests of Parent and its shareholder. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub and, assuming this Agreement constitutes the a valid and binding agreement of the Companyother parties hereto, this Agreement constitutes the a valid and binding agreement of Parent and Merger Sub, enforceable against each of Parent and Merger Sub in accordance with its terms, except that enforcement hereof may be limited by (A) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws now or hereafter in effect relating to creditors' rights generally and (B) general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity).

Corporate Authority Relative to this Agreement; No Violation. (a) No vote of the holders of capital stock of Parent is necessary to approve this Agreement and the consummation of the transactions contemplated hereby. Each of Parent and Merger Sub has all requisite corporate power and authority to enter into into, deliver and deliver perform its obligations under this Agreement and the other Transaction Documents to perform its obligations hereunder which it is a party and to consummate the transactions contemplated herebyhereby or thereby. The execution and delivery of this Agreement and the other applicable Transaction Documents and the consummation of the transactions contemplated hereby or thereby have been duly and validly authorized by the Boards of Directors of Parent and Merger Sub and, shall be duly and validly authorized by Parent, as the sole stockholder of Merger Sub, by written consent concurrently with the execution of this Agreement and, except for the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, no other corporate proceedings on the part of Parent or Merger Sub are necessary to approve, adopt or authorize the execution and delivery of this Agreement and or any other Transaction Documents to which Parent or Merger Sub is a party or the consummation of the transactions contemplated hereby, including the Merger, or thereby. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub andConcurrently with the execution of this Agreement, assuming this Agreement constitutes the valid and binding agreement Parent, as sole stockholder of the Company, this Agreement constitutes the valid and binding agreement of Parent and Merger Sub, enforceable against each of Parent has adopted this Agreement by written consent and Merger Sub in accordance with its termsdelivered a copy thereof to the Company.

Corporate Authority Relative to this Agreement; No Violation. (a) No vote of the holders of capital stock of Parent is necessary to approve this Agreement and the consummation of the transactions contemplated hereby. Each of Parent and Merger Sub has all requisite corporate power and authority to enter into and deliver this Agreement and to perform its obligations hereunder and to consummate the transactions contemplated herebyhereby and thereby, including the Merger. The execution and delivery of this Agreement Agreement, the Plan of Merger and the Articles of Merger and the consummation of the transactions contemplated hereby have been duly and validly authorized by the Boards of Directors of Parent and Merger Sub and by Parent(and, as the sole stockholder of with respect to Merger Sub, by its sole shareholder) and, except for the filing with and acceptance by Registrar of the Certificate Plan of Merger with and the Secretary Articles of State of the State of DelawareMerger, no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize the execution and delivery of this Agreement and or the consummation of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub and, assuming this Agreement constitutes the valid and binding agreement agreements of the Company, this Agreement constitutes the valid and binding agreement agreements of Parent and Merger Sub, enforceable against each of Parent and Merger Sub in accordance with its terms.

Corporate Authority Relative to this Agreement; No Violation. (a) No vote of the holders of capital stock of Parent is necessary to approve this Agreement and or the consummation of the transactions contemplated hereby. Each of Parent and Merger Sub has all requisite corporate power and authority to enter into and deliver this Agreement and to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution execution, delivery and delivery performance of this Agreement and the consummation of the transactions contemplated hereby hereby, including the Merger, have been duly and validly authorized by the Boards boards of Directors directors of Parent and Merger Sub and by Parent, as the sole stockholder of Merger Sub, and, except for the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub and, assuming this Agreement constitutes the valid and binding agreement of the Company, this Agreement constitutes the valid and binding agreement of Parent and Merger Sub, enforceable against each of Parent and Merger Sub in accordance with its terms.

Corporate Authority Relative to this Agreement; No Violation. (a) No vote of the holders of capital stock of Parent is necessary to approve this Agreement and the consummation of the transactions contemplated hereby. Each of Parent and Merger Sub has all requisite corporate power and authority to enter into and deliver this Agreement and to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by the Boards Board of Directors of Parent and Merger Sub and by Parent, as and except for (i) the sole stockholder Parent Stockholder Approval and (ii) the filing of the Articles of Merger Sub, and, except for with the Secretary of State of the State of Florida and the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby. The Board of Directors of Parent has resolved to recommend that Parent’s stockholders approve the adoption of this Agreement, the Certificate Amendment and the Stock Issuance. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub and, assuming this Agreement constitutes the valid and binding agreement of the Company, this Agreement constitutes the valid and binding agreement of Parent and Merger SubParent, enforceable against each of Parent and Merger Sub in accordance with its terms.

Corporate Authority Relative to this Agreement; No Violation. (a) No vote of the holders of capital stock of Parent is necessary to approve this Agreement and the consummation of the transactions contemplated hereby. Each of Parent and Merger Sub has all requisite corporate power and authority to enter into and deliver this Agreement and Agreement, to perform its obligations hereunder and and, subject to the effectiveness of the Merger Sub Stockholder Consent, to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by the Boards boards of Directors directors of Parent and Merger Sub and by Parent, as the sole stockholder of Merger Sub, and, assuming the effectiveness of the Merger Sub Stockholder Consent and except for the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize the execution and delivery of this Agreement and or the consummation of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub and, assuming this Agreement constitutes the valid and binding agreement of the Company, this Agreement constitutes the valid and binding agreement of Parent and Merger Sub, enforceable against each of Parent and Merger Sub in accordance with its terms, subject to the Enforceability Exceptions. Parent, as the sole stockholder of Merger Sub, shall execute and deliver and shall not thereafter revoke a stockholder consent, effective as of immediately following execution of this Agreement, which, when effective, will duly adopt this Agreement (the “Merger Sub Stockholder Consent”).

Corporate Authority Relative to this Agreement; No Violation. (a) No vote of the holders of capital stock of Parent is necessary to approve this Agreement and the consummation of the transactions contemplated hereby. Each of Parent and Merger Sub has all requisite corporate power and authority to enter into and deliver this Agreement and to perform its obligations hereunder and to consummate the Merger and the other transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the Merger and the other transactions contemplated hereby have been duly and validly authorized by the Boards of Directors of Parent and Merger Sub and and, except for the adoption of this Agreement by Parent, Parent (in its capacity as the sole stockholder of Merger Sub, and, ) following the execution of this Agreement and except for the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize the consummation of the Merger and the other transactions contemplated hereby. Within one Business Day following the execution and delivery of this Agreement by the parties hereto, Parent (in its capacity as the sole stockholder of Merger Sub) shall adopt this Agreement by consent in lieu of a stockholder meeting and shall provide such written consent to the consummation of the transactions contemplated herebyCompany. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub and, assuming this Agreement constitutes the valid and binding agreement of the Company, this Agreement constitutes the valid and binding agreement of Parent and Merger Sub, enforceable against each of Parent and Merger Sub in accordance with its terms.

Corporate Authority Relative to this Agreement; No Violation. (a) No vote of the holders of capital stock of Parent is necessary to approve this Agreement and the consummation of the transactions contemplated hereby. Each of Parent and Merger Sub has all the requisite corporate power and authority to enter into execute and deliver this Agreement and, subject to the adoption of this Agreement by the sole stockholder of Merger Sub (the “Merger Sub Stockholder Approval”) (which Merger Sub Stockholder Approval will be obtained promptly following the execution and to perform its obligations hereunder and delivery of this Agreement), to consummate the transactions contemplated herebyTransactions, including the Merger. The execution execution, delivery and delivery performance by Parent and Merger Sub of this Agreement and the consummation by each of them of the transactions contemplated hereby Transactions, including the Merger, have been duly and validly authorized by the Boards of Directors of Parent and Merger Sub and by Parent, as the sole stockholder of Merger Sub, and, except for the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, no other all necessary corporate proceedings action on the part of Parent and Merger Sub, and no other corporate action on the part of either Parent or Merger Sub are is necessary to authorize the execution and delivery by Parent and Merger Sub of this Agreement and or the consummation of the transactions contemplated herebyTransactions, including the Merger. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub and, assuming this Agreement constitutes the legal, valid and binding agreement of the Company, this Agreement constitutes the legal, valid and binding agreement of Parent and Merger Sub, Sub and is enforceable against each of Parent Parent, and Merger Sub in accordance with its terms, except as such enforcement may be subject to the Enforceability Exceptions.

Corporate Authority Relative to this Agreement; No Violation. (a) No vote of the holders of capital stock of Parent is necessary to approve this Agreement and the consummation of the transactions contemplated hereby. Each of Parent Parent, Guarantor and Merger Sub has all requisite corporate power and authority to enter into and deliver this Agreement and Agreement, to perform its obligations hereunder and to consummate the transactions contemplated herebyTransactions. The execution execution, delivery and delivery performance of this Agreement and the consummation of the transactions contemplated hereby Merger and the other Transactions by Xxxxxx, Guarantor and Merger Sub have been duly and validly authorized by their respective boards of directors or other applicable governing body and, except for the Boards adoption of Directors of Parent and Merger Sub and this Agreement by Parent, Guarantor as the sole stockholder of Merger Sub, and, except for Sub and the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, no other corporate proceedings on the part of Parent Parent, Guarantor or Merger Sub are necessary to authorize the execution and delivery of this Agreement and the consummation of the transactions contemplated herebyTransactions. This Agreement has been duly and validly executed and delivered by Parent Parent, Guarantor and Merger Sub and, assuming this Agreement constitutes the valid and binding agreement of the Company, this Agreement constitutes the valid and binding agreement of Parent Parent, Guarantor and Merger Sub, enforceable against each of Parent Parent, Guarantor and Merger Sub in accordance with its terms, subject to the Enforceability Exceptions. Immediately following the execution and delivery of this Agreement, this Agreement will be adopted by Guarantor as the sole stockholder of Merger Sub.