Common use of Due Authorization and Execution Clause in Contracts

Due Authorization and Execution. (1) Each Nova II Party has duly authorized, executed and delivered this Agreement and has taken all corporate or limited partnership action necessary in order to execute and deliver this Agreement. Subject only to receipt at the Nova II Stockholders Meeting of the affirmative vote of holders of a majority of the outstanding shares of Nova II Common Stock entitled to vote on the Nova II Merger, the Nova II Charter Amendment and the other Transactions, to the extent such other Transactions are applicable to the Nova II Parties and required under the MGCL to be voted on by the stockholders of Nova II (the “Nova II Requisite Vote”), this Agreement and the Transactions have been authorized by all corporate or limited partnership action necessary on the part of each Nova II Party. Assuming due execution by the Other Parties, this Agreement is a valid and legally binding obligation of each Nova II Party, enforceable against each Nova II Party in accordance with its terms (except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar Laws of general applicability relating to or affecting creditors’ rights or by general equity principles). (2) On or prior to the date hereof, the Nova II Board, upon the unanimous recommendation of the Nova II Board Special Committee, at a duly called and held meeting has unanimously (i) duly and validly authorized, in its own capacity and as the board of the sole general partner of Nova II OP, the execution, delivery and performance by Nova II and Nova II OP of this Agreement and declared advisable this Agreement and, on the terms and subject to the conditions set forth in this Agreement, the Nova II Merger, the Nova II OP Merger, the Nova II Charter Amendment and the other Transactions, to the extent such other Transactions are applicable to the Nova II Parties, (ii) directed that the Nova II Merger, the Nova II Charter Amendment and the other Transactions, to the extent such other Transactions are applicable to the Nova II Parties and required under the MGCL to be voted on by the stockholders of Nova II, be submitted (as they may be combined or separately required to be proposed or presented) for consideration and approval at the Nova II Stockholders Meeting and (iii) subject to Section 6.02, resolved to recommend that the stockholders of Nova II vote in favor of the approval of the Nova II Merger, the Nova II Charter Amendment and the other Transactions, to the extent such other Transactions are applicable to the Nova II Parties and required under the MGCL to be voted on by the stockholders of Nova II (as they may be combined or separately required to be proposed or presented), and to include such recommendations in the Proxy Statement.

Due Authorization and Execution. (1) Each Nova II I Party has duly authorized, executed and delivered this Agreement and has taken all corporate or limited partnership action necessary in order to execute and deliver this Agreement. Subject only to receipt at the Nova II I Stockholders Meeting of the affirmative vote of holders of a majority of the outstanding shares of Nova II I Common Stock entitled to vote on the Nova II I Merger, the Nova II I Charter Amendment Amendments and the other Transactions, to the extent such other Transactions are applicable to the Nova II I Parties and required under the MGCL to be voted on by the stockholders of Nova II I (the “Nova II I Requisite Vote”), this Agreement and the Transactions have been authorized by all corporate or limited partnership action necessary on the part of each Nova II I Party. Assuming due execution by the Other Parties, this Agreement is a valid and legally binding obligation of each Nova II I Party, enforceable against each Nova II I Party in accordance with its terms (except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar Laws of general applicability relating to or affecting creditors’ rights or by general equity principles). (2) On or prior to the date hereof, the Nova II I Board, upon the unanimous recommendation of the Nova II I Board Special Committee, at a duly called and held meeting has unanimously (i) duly and validly authorized, in its own capacity and as the board of the sole general partner of Nova II I OP, the execution, delivery and performance by Nova II I and Nova II I OP of this Agreement and declared advisable this Agreement and, on the terms and subject to the conditions set forth in this Agreement, the Nova II I Merger, the Nova II I OP Merger, the Nova II I Charter Amendment Amendments and the other Transactions, to the extent such other Transactions are applicable to the Nova II I Parties, (ii) directed that the Nova II I Merger, the Nova II I Charter Amendment Amendments and the other Transactions, to the extent such other Transactions are applicable to the Nova II I Parties and required under the MGCL to be voted on by the stockholders of Nova III, be submitted (as they may be combined or separately required to be proposed or presented) for consideration and approval at the Nova II I Stockholders Meeting and (iii) subject to Section 6.026.01, resolved to recommend that the stockholders of Nova II I vote in favor of the approval of the Nova II I Merger, the Nova II I Charter Amendment Amendments and the other Transactions, to the extent such other Transactions are applicable to the Nova II I Parties and required under the MGCL to be voted on by the stockholders of Nova II I (as they may be combined or separately required to be proposed or presented), and to include such recommendations in the Proxy Statement.

Due Authorization and Execution. (1) Each Nova II Party has duly authorized, executed and delivered this Agreement and has taken all corporate or limited partnership action necessary in order to execute and deliver this Agreement. Subject only to receipt at the Nova II Stockholders Meeting of the affirmative vote of holders of a majority of the outstanding shares of Nova II Common Stock entitled to vote on the Nova II Merger, the Nova II Charter Amendment and the other Transactions, to the extent such other Transactions are applicable to the Nova II Parties and required under the MGCL to be voted on by the stockholders of Nova II (the “Nova II Requisite Vote”), this Agreement and the Transactions have been authorized by all corporate or limited partnership action necessary on the part of each Nova II Party. Assuming due execution by the Other Parties, this Agreement is a valid and legally binding obligation of each Nova II Party, enforceable against each Nova II Party in accordance with its terms (except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar Laws of general applicability relating to or affecting creditors’ rights or by general equity principles). (2) On or prior to the date hereof, the Nova II Board, upon the unanimous recommendation of the Nova II Board Special Committee, at a duly called and held meeting has unanimously (i) duly and validly authorized, in its own capacity and as the board of the sole general partner of Nova II OP, the execution, delivery and performance by Nova II and Nova II OP of this the Original Combination Agreement and declared advisable this the Original Combination Agreement and, on the terms and subject to the conditions set forth in this the Original Combination Agreement, the Nova II Merger, the Nova II OP Merger, the Nova II Charter Amendment and the other Transactions, to the extent such other Transactions are applicable to the Nova II Parties, (ii) directed that the Nova II Merger, the Nova II Charter Amendment and the other Transactions, to the extent such other Transactions are applicable to the Nova II Parties and required under the MGCL to be voted on by the stockholders of Nova II, be submitted (as they may be combined or separately required to be proposed or presented) for consideration and approval at the Nova II Stockholders Meeting and (iii) subject to Section 6.02, resolved to recommend that the stockholders of Nova II vote in favor of the approval of the Nova II Merger, the Nova II Charter Amendment and the other Transactions, to the extent such other Transactions are applicable to the Nova II Parties and required under the MGCL to be voted on by the stockholders of Nova II (as they may be combined or separately required to be proposed or presented), and to include such recommendations in the Proxy Statement.

Due Authorization and Execution. (1) Each Nova II Party has duly authorized, executed party represents and delivered warrants to the other that the execution and delivery of this Sub-Sublease Agreement and has taken all corporate or limited partnership action necessary in order to execute and deliver this Agreement. Subject only to receipt at the Nova II Stockholders Meeting of the affirmative vote of holders of a majority of the outstanding shares of Nova II Common Stock entitled to vote on the Nova II Merger, the Nova II Charter Amendment by such party and the other Transactions, to the extent performance by such other Transactions are applicable to the Nova II Parties and required party of its obligations under the MGCL to be voted on by the stockholders of Nova II (the “Nova II Requisite Vote”), this Sub-Sublease Agreement and the Transactions have been duly authorized by all corporate necessary corporate, partnership or limited partnership other action necessary on the part of each Nova II Party. Assuming due execution such party and that this Sub-Sublease Agreement, when executed and delivered by both parties and consented to by the Other Parties, this Agreement is a valid Landlord and legally binding Boeing will be the legal obligation of each Nova II Partysuch party, enforceable against each Nova II Party such party in accordance with its terms (except as enforcement terms. Each individual executing this Sub-Sublease Agreement warrants and represents that such individual has the power, right, and authority to execute this Sub-Sublease Agreement on behalf of the party for whom he or she purports to execute this Sub-Sublease Agreement. 24.7 Sublessor and Sublessee acknowledge that the total actual rentable square footage of the Subleased Premises may be limited by applicable bankruptcydifferent (materially or otherwise) than the approximately 38,723 rentable square footage referenced in this Sub-Sublease Agreement. Nevertheless, insolvencyfor the purposes of this Sub-Sublease Agreement only, reorganizationincluding for the purposes of calculating Rent hereunder, moratorium, fraudulent transfer Sublessor and similar Laws Sublessee deem the total rentable square footage of general applicability relating the Subleased Premises to or affecting creditors’ rights or by general equity principles). be 38,723. (2signature pages follow) On or prior to EXECUTED IN TRIPLICATE as of the date hereoffirst written above. ZILLOW, INC. ACUCELA INC. By /s/ Xxxxxxxx Xxxxxxxx By /s/ Xxxx Xxxxxxx Its Chief Financial Officer Its Chief Financial Officer Date Signed: January 12, 2017 Date Signed: December 12, 2016 ACKNOWLEDGMENT State of Washington ) ) ss. County of King ) I certify that I know or have satisfactory evidence that Xxxx Xxxxxxx is the Nova II Boardperson who appeared before me, upon and said person acknowledged that he/she signed this instrument, on oath stated that he/she was authorized to execute the unanimous recommendation of the Nova II Board Special Committee, at a duly called instrument and held meeting has unanimously (i) duly and validly authorized, in its own capacity and acknowledged it as the board CFO of Acucela Inc., a Washington corporation, to be the sole general partner free and voluntary act and deed of Nova II OPsuch party for the uses and purposes mentioned in the instrument. Dated: December 12, 2016 Xxxxx X Xxxx Notary public in and for the executionState of Washington, delivery residing at Monroe, WA My appointment expires February 29, 2020 ACKNOWLEDGMENT State of Washington ) ) ss. County of King ) I certify that I know or have satisfactory evidence that Xxxxxxxx Xxxxxxxx is the person who appeared before me, and performance by Nova II and Nova II OP of said person acknowledged that he signed this Agreement and declared advisable this Agreement andinstrument, on oath stated that he was authorized to execute the terms instrument and subject to acknowledged it as the conditions set forth in this AgreementAuthorized Signatory of Zillow, the Nova II MergerInc., the Nova II OP Merger, the Nova II Charter Amendment and the other Transactionsa Washington corporation, to be the extent free and voluntary act and deed of such other Transactions are applicable to party for the Nova II Partiesuses and purposes mentioned in the instrument. Dated: January 12, 2017 _Catherine Xxxxxxxxx Notary public in and for the State of Washington, residing at Renton, WA My appointment expires October 29, 2019 THIS MASTER LANDLORD’S CONSENT TO SUB-SUBLEASE (iithis “Consent”) directed that the Nova II Mergeris made as of December 2, the Nova II Charter Amendment 2016, by and the other Transactionsamong FSP-RIC, to the extent such other Transactions are applicable to the Nova II Parties and required under the MGCL to be voted on by the stockholders of Nova IILLC, be submitted a Delaware limited liability company (as they may be combined or separately required to be proposed or presented) for consideration and approval at the Nova II Stockholders Meeting and “Master Landlord”), THE BOEING COMPANY, a Delaware corporation (iii) subject to Section 6.02“Tenant”), resolved to recommend that the stockholders of Nova II vote in favor of the approval of the Nova II MergerACUCELA INC., the Nova II Charter Amendment and the other Transactions, to the extent such other Transactions are applicable to the Nova II Parties and required under the MGCL to be voted on by the stockholders of Nova II a Washington corporation (as they may be combined or separately required to be proposed or presented“Subtenant”), and to include such recommendations in the Proxy StatementZILLOW, INC., a Washington corporation (“Sub-Subtenant”).

Due Authorization and Execution. (1) Each Nova II I Party has duly authorized, executed and delivered this Agreement and has taken all corporate or limited partnership action necessary in order to execute and deliver this Agreement. Subject only to receipt at the Nova II I Stockholders Meeting of the affirmative vote of holders of a majority of the outstanding shares of Nova II I Common Stock entitled to vote on the Nova II I Merger, the Nova II I Charter Amendment Amendments and the other Transactions, to the extent such other Transactions are applicable to the Nova II I Parties and required under the MGCL to be voted on by the stockholders of Nova II I (the “Nova II I Requisite Vote”), this Agreement and the Transactions have been authorized by all corporate or limited partnership action necessary on the part of each Nova II I Party. Assuming due execution by the Other Parties, this Agreement is a valid and legally binding obligation of each Nova II I Party, enforceable against each Nova II I Party in accordance with its terms (except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar Laws of general applicability relating to or affecting creditors’ rights or by general equity principles). (2) On or prior to the date hereof, the Nova II I Board, upon the unanimous recommendation of the Nova II I Board Special Committee, at a duly called and held meeting has unanimously (i) duly and validly authorized, in its own capacity and as the board of the sole general partner of Nova II I OP, the execution, delivery and performance by Nova II I and Nova II I OP of this the Original Combination Agreement and declared advisable this the Original Combination Agreement and, on the terms and subject to the conditions set forth in this Agreementthe Original Combination, the Nova II I Merger, the Nova II OP Merger, the Nova II I Charter Amendment Amendments and the other Transactions, to the extent such other Transactions are applicable to the Nova II I Parties, (ii) directed that the Nova II I Merger, the Nova II I Charter Amendment Amendments and the other Transactions, to the extent such other Transactions are applicable to the Nova II I Parties and required under the MGCL to be voted on by the stockholders of Nova III, be submitted (as they may be combined or separately required to be proposed or presented) for consideration and approval at the Nova II I Stockholders Meeting and (iii) subject to Section 6.026.01, resolved to recommend that the stockholders of Nova II I vote in favor of the approval of the Nova II I Merger, the Nova II I Charter Amendment Amendments and the other Transactions, to the extent such other Transactions are applicable to the Nova II I Parties and required under the MGCL to be voted on by the stockholders of Nova II I (as they may be combined or separately required to be proposed or presented), and to include such recommendations in the Proxy Statement.