Common use of Due Organization and Qualification; Subsidiaries; Due Authorization Clause in Contracts

Due Organization and Qualification; Subsidiaries; Due Authorization. (a) Newco is a company duly organized, validly existing and in good standing under the laws of the Territory of the British Virgin Islands, with full corporate power and authority to own, lease and operate its business and properties and to carry on its business in the places and in the manner as presently conducted or proposed to be conducted. Newco is in good standing in each jurisdiction in which the properties owned, leased or operated, or the business conducted, by it requires such qualification except for any such failure, which when taken together with all other failures, is not likely to have a material adverse effect on the business of Newco. (b) Newco does not own, directly or indirectly, any capital stock, equity or interest in any corporation, firm, partnership, joint venture or other entity except as set forth in Schedule 3.1. (c) Newco has all requisite power and authority to execute and deliver this Agreement, and to consummate the transactions contemplated hereby and thereby. Newco has taken all corporate action necessary for the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and this Agreement constitutes the valid and binding obligation of Newco, enforceable against Newco in accordance with its terms, except as may be affected by bankruptcy, insolvency, moratoria or other similar laws affecting the enforcement of creditors' rights generally and subject to the qualification that the availability of equitable remedies is subject to the discretion of the court before which any proceeding therefore may be brought. (d) Newco has delivered to the Company complete and correct copies of the articles of organization and bylaws or similar governing, organization or charter documents of Newco (collectively, the “Charter Documents”). Newco is not in violation of any of the provisions of Newco’s Charter Documents. The minute books or the equivalent of Newco (“Corporate Records”) contain true, complete and accurate records of meetings and consents in lieu of meetings of its board of directors (and any committees thereof), similar governing bodies and stockholders of Newco since Newco’s organization, and the complete Corporate Records have been heretofore delivered to the Company. The ownership records of the Newco Shares are true, complete and accurate records of the ownership of the Newco Shares as of the date of such records and contain all transfers of such Newco Shares since the time of Newco’s organization (“Share Records”), and the complete Share Records have heretofore been delivered to the Company. Newco is not required to qualify to do business as a foreign corporation in any other jurisdiction.

Due Organization and Qualification; Subsidiaries; Due Authorization. (a) Newco Value was organized as a Florida corporation on May 28, 1999, has never been engaged in any business and at the date of this Agreement has no assets of any kind. The Sellers have conducted the businesses described in the Plan, as that term is defined in Section 3,5, below, as a partnership or sole proprietorship. At Closing, the Sellers shall transfer to Value those business assets set forth in Exhibit 3.1 (a) hereto, which assets shall include some, but not all, of the business assets described in the Plan other than Chattown USA, Xxxxxxxxxxx.xxx, Xxxxxxxxxx.xxx, Xxxxxxxxxx.xxx, and Xxxxxxxxxxxxxxx.xxx.. (b) Value and each Subsidiary of Value is a company corporation duly organizedincorporated, validly existing and in good standing under the laws of the Territory its jurisdiction of the British Virgin Islandsformation, with full corporate power and authority to own, lease and operate its respective business and properties and to carry on its respective business in the places and in the manner as presently conducted or proposed to be conducted. Newco Value and each Subsidiary is in good standing as a foreign corporation in each jurisdiction in which the properties owned, leased or operated, or the business conducted, by it requires such qualification except for any such failure, which when taken together with all other failures, is not likely to have a material adverse effect on the business of NewcoValue and its Subsidiaries taken as a whole. (bc) Newco Value does not own, directly or indirectly, any capital stock, equity or interest in any corporation, firm, partnership, joint venture or other entity except entity, other than those (each, a "Subsidiary" and together, the "Subsidiaries") set forth in Item 3.1 of the Disclosure Schedule of even date herewith, which accompanies this Agreement and is incorporated herein by reference (the "Disclosure Schedule"). Except as set forth in Schedule 3.1Item 3.1 of the Disclosure Schedule, each Subsidiary is wholly owned by Value, all the outstanding shares of capital stock of each Subsidiary are owned free and clear of all Liens (as hereinafter defined), there is no contract, agreement, arrangement, option, warrant, call, commitment or other right of any character obligating or entitling any Subsidiary to issue, sell, redeem or repurchase any of its securities, and there is no outstanding security of any kind convertible into or exchangeable for securities of any Subsidiary. (cd) Newco Each of Value and the Sellers has all requisite power and authority to execute and deliver this Agreement, and to consummate the transactions contemplated hereby and thereby. Newco Each of Value and the Sellers has taken all corporate action necessary for the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and this Agreement constitutes the valid and binding obligation of Newcoeach of Value and the Sellers, enforceable against Newco each of Value and the Sellers in accordance with its respective terms, except as may be affected by bankruptcy, insolvency, moratoria or other similar laws affecting the enforcement of creditors' rights generally and subject to the qualification that the availability of equitable remedies is subject to the discretion of the court before which any proceeding therefore therefor may be brought. (d) Newco has delivered to the Company complete and correct copies of the articles of organization and bylaws or similar governing, organization or charter documents of Newco (collectively, the “Charter Documents”). Newco is not in violation of any of the provisions of Newco’s Charter Documents. The minute books or the equivalent of Newco (“Corporate Records”) contain true, complete and accurate records of meetings and consents in lieu of meetings of its board of directors (and any committees thereof), similar governing bodies and stockholders of Newco since Newco’s organization, and the complete Corporate Records have been heretofore delivered to the Company. The ownership records of the Newco Shares are true, complete and accurate records of the ownership of the Newco Shares as of the date of such records and contain all transfers of such Newco Shares since the time of Newco’s organization (“Share Records”), and the complete Share Records have heretofore been delivered to the Company. Newco is not required to qualify to do business as a foreign corporation in any other jurisdiction.

Due Organization and Qualification; Subsidiaries; Due Authorization. (a) Newco Each of Fairford and Ruili is a company duly organized, validly existing and in good standing under the laws of the Territory its jurisdiction of the British Virgin Islandsformation, with full corporate power and authority to own, lease and operate its business and properties and to carry on its business in the places and in the manner as presently conducted or proposed to be conducted. Newco Each of Fairford and Ruili is in good standing as a foreign corporation in each jurisdiction in which the properties owned, leased or operated, or the business conducted, by it requires require such qualification except for any such failure, which when taken together with all other failures, is not likely to have a material adverse effect on the business of NewcoFairford taken as a whole. This Agreement and the transactions contemplated hereby have been unanimously approved by the Board of Directors of Fairford and Ruili. (b) Newco Fairford does not own, directly or indirectly, any capital stock, equity or interest in any corporation, firm, partnership, joint venture or other entity except entity, other than those (each, a "Subsidiary" and together, the "Subsidiaries") set forth in Item 3.1 of the Disclosure Schedule. Except as set forth in Schedule 3.1Statement, each Subsidiary is wholly owned by Fairford, all the outstanding shares of capital stock of each Subsidiary are owned free and clear of all liens, there is no contract, agreement, arrangement, option, warrant, call, commitment or other right of any character obligating or entitling any Subsidiary to issue, sell, redeem or repurchase any of its securities, and there is no outstanding security of any kind convertible into or exchangeable for securities of Fairford. (c) Newco Each of the Sellers and Fairford has all requisite power and authority to execute and deliver this Agreement, and to consummate the transactions contemplated hereby and thereby. Newco Each of the Sellers and Fairford has taken all corporate action necessary for the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and this Agreement constitutes the valid and binding obligation of Newcoeach of the Sellers and Fairford, enforceable enforceable, respectively, against Newco each of the Sellers and Fairford in accordance with its terms, except as may be affected by bankruptcy, insolvency, moratoria or other similar laws affecting the enforcement of creditors' rights generally and subject to the qualification that the availability of equitable remedies is subject to the discretion of the court before which any proceeding therefore may be brought. (d) Newco has delivered to the Company complete and correct copies of the articles of organization and bylaws or similar governing, organization or charter documents of Newco (collectively, the “Charter Documents”). Newco is not in violation of any of the provisions of Newco’s Charter Documents. The minute books or the equivalent of Newco (“Corporate Records”) contain true, complete and accurate records of meetings and consents in lieu of meetings of its board of directors (and any committees thereof), similar governing bodies and stockholders of Newco since Newco’s organization, and the complete Corporate Records have been heretofore delivered to the Company. The ownership records of the Newco Shares are true, complete and accurate records of the ownership of the Newco Shares as of the date of such records and contain all transfers of such Newco Shares since the time of Newco’s organization (“Share Records”), and the complete Share Records have heretofore been delivered to the Company. Newco is not required to qualify to do business as a foreign corporation in any other jurisdiction.

Due Organization and Qualification; Subsidiaries; Due Authorization. (a) Newco CARCORP and each Subsidiary of CARCORP is a company corporation duly organizedincorporated, validly existing and in good standing under the laws of the Territory its jurisdiction of the British Virgin Islandsformation, with full corporate power and authority to own, lease and operate its respective business and properties and to carry on its respective business in the places and in the manner as presently conducted or proposed to be conducted. Newco CARCORP and each Subsidiary is in good standing as a foreign corporation in each jurisdiction in which the properties owned, leased or operated, or the business conducted, by it requires such qualification except for any such failure, which when taken together with all other failures, is not likely to have a material adverse effect on the business of NewcoCARCORP and its Subsidiaries taken as a whole. (b) Newco CARCORP does not own, directly or indirectly, any capital stock, equity or interest in any corporation, firm, partnership, joint venture or other entity except entity, other than those (each, a "Subsidiary" and together, the "Subsidiaries") set forth in Item 2.1 of the Disclosure Schedule of even date herewith, which accompanies this Agreement and is incorporated herein by reference (the "Disclosure Schedule"). Except as set forth in Schedule 3.1Item 2.1 of the Disclosure Schedule, each Subsidiary is wholly owned by CARCORP, all the outstanding shares of capital stock of each Subsidiary are owned free and clear of all Liens (as hereinafter defined), there is no contract, agreement, arrangement, option, warrant, call, commitment or other right of any character obligating or entitling any Subsidiary to issue, sell, redeem or repurchase any of its securities, and there is no outstanding security of any kind convertible into or exchangeable for securities of any Subsidiary. (c) Newco Each of the Sellers has all requisite power and authority to execute and deliver this Agreement, and to consummate the transactions contemplated hereby and thereby. Newco Each of the Sellers has taken all corporate action necessary for the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and this Agreement constitutes the valid and binding obligation of Newcoeach of the Sellers, enforceable against Newco in accordance with its terms, except as may be affected by bankruptcy, insolvency, moratoria or other similar laws affecting the enforcement of creditors' rights generally and subject to the qualification that the availability of equitable remedies is subject to the discretion each of the court before which any proceeding therefore may be broughtSellers. (d) Newco has delivered to the Company complete and correct copies of the articles of organization and bylaws or similar governing, organization or charter documents of Newco (collectively, the “Charter Documents”). Newco is not in violation of any of the provisions of Newco’s Charter Documents. The minute books or the equivalent of Newco (“Corporate Records”) contain true, complete and accurate records of meetings and consents in lieu of meetings of its board of directors (and any committees thereof), similar governing bodies and stockholders of Newco since Newco’s organization, and the complete Corporate Records have been heretofore delivered to the Company. The ownership records of the Newco Shares are true, complete and accurate records of the ownership of the Newco Shares as of the date of such records and contain all transfers of such Newco Shares since the time of Newco’s organization (“Share Records”), and the complete Share Records have heretofore been delivered to the Company. Newco is not required to qualify to do business as a foreign corporation in any other jurisdiction.

Due Organization and Qualification; Subsidiaries; Due Authorization. (a) Newco The Company and each Subsidiary of the Company is a company corporation duly organizedincorporated, validly existing and in good standing under the laws of the Territory its jurisdiction of the British Virgin Islandsformation, with full corporate power and authority to own, lease and operate its respective business and properties proper ties and to carry on its respective business in the places and in the manner as presently conducted or proposed to be conducted. Newco The Company and each Subsidiary is in good standing as a foreign corporation in each jurisdiction in which the properties owned, leased or operated, or the business conducted, by it requires such qualification except for any such failure, which when taken together with all other failures, is not likely to have a material adverse effect on the business of Newcothe Company and its Subsidiaries taken as a whole. (b) Newco The Company does not own, directly or indirectly, any capital stock, equity or interest in any corporation, firm, partnership, joint venture or other entity entity, other than those (each, a "Subsidiary" and together, the "Subsidiaries") set forth in Item 2.1 of the Disclosure Schedule of even date herewith, which accompanies this Agreement and is incorporated herein by reference (the "Disclosure Schedule"). Except as set forth in Item 2.1 of the Disclosure Schedule, each Subsidiary is wholly owned by the Company, all the outstanding shares of capital stock of each Subsidiary are owned free and clear of all Liens (as hereinafter defined), there is no contract, agreement, arrangement, option, warrant, call, commitment or other right of any character obligating or entitling any Subsidiary to issue, sell, redeem or repurchase any of its securities, and there is no outstanding security of any kind convertible into or exchangeable for securities of any Subsidiary, and except as set forth in on Schedule 3.1I attached hereto and made a part hereof by this reference. (c) Newco The Company has all requisite corporate power and authority to execute and deliver this Agreement, and to consummate the transactions contemplated hereby and thereby. Newco The Company has taken all corporate action necessary for the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and this Agreement constitutes the valid and binding obligation of Newcothe Company, enforceable against Newco the Company in accordance with its respective terms, except as may be affected by bankruptcy, insolvency, moratoria or other similar laws affecting the enforcement of creditors' rights generally and subject to the qualification that the availability of equitable remedies is subject to the discretion of the court before which any proceeding therefore there for may be brought. (d) Newco has delivered Prior to the Company complete and correct copies of the articles of organization and bylaws or similar governing, organization or charter documents of Newco (collectively, the “Charter Documents”). Newco is not in violation of any of the provisions of Newco’s Charter Documents. The minute books or the equivalent of Newco (“Corporate Records”) contain true, complete and accurate records of meetings and consents in lieu of meetings of its board of directors (and any committees thereof), similar governing bodies and stockholders of Newco since Newco’s organization, and the complete Corporate Records have been heretofore delivered to the Company. The ownership records of the Newco Shares are true, complete and accurate records of the ownership of the Newco Shares as of the date of such records and contain closing provided for herein, the Company shall have completed its acquisition of all transfers of such Newco Shares since the time assets of Newco’s organization (“Share Records”)Maxx International, Inc. a Delaware corporation and the complete Share Records have heretofore been delivered rights to the Company. Newco is not required to qualify to do business as a foreign corporation in any other jurisdictionuse of the Maxx International, Inc. name.

Due Organization and Qualification; Subsidiaries; Due Authorization. (a) Newco Yongxin is a company corporation duly organizedincorporated, validly existing and in good standing under the laws of the Territory of the British Virgin IslandsChina, with full corporate power and authority to own, lease and operate its business and properties and to carry on its business in the places and in the manner as presently conducted or proposed to be conducted. Newco Yongxin is in good standing as a foreign corporation in each jurisdiction in which the properties owned, leased or operated, or the business conducted, by it requires such qualification except for any such failure, which when taken together with all other failures, is not likely to have a material adverse effect on the business of NewcoYongxin. Yongxin has the full power and authority to conduct the business in which it will engage upon completion of the transaction contemplated herein. (b) Newco Yongxin does not own, directly or indirectly, any capital stock, equity or interest in any corporation, firm, partnership, joint venture or other entity except as set forth in Schedule 3.1entity, other than the Subsidiary. The Subsidiary is wholly owned by Yongxin , free and clear of all liens. There is no contract, agreement, arrangement, option, warrant, call, commitment or other right of any character obligating or entitling Yongxin to issue, sell, redeem or repurchase any of its securities, and there is no outstanding security of any kind convertible into or exchangeable for securities of Yongxin or the Subsidiary. (c) Newco Yongxin has all requisite power and authority to execute and deliver this Agreement, and to consummate the transactions contemplated hereby and thereby. Newco Yongxin has taken all corporate action necessary for the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and this Agreement constitutes the valid and binding obligation of NewcoYongxin, enforceable against Newco Yongxin in accordance with its terms, except as may be affected by bankruptcy, insolvency, moratoria or other similar laws affecting the enforcement of creditors' rights generally and subject to the qualification that the availability of equitable remedies is subject to the discretion of the court before which any proceeding therefore may be brought. (d) Newco has delivered to the Company complete and correct copies of the articles of organization and bylaws or similar governing, organization or charter documents of Newco (collectively, the “Charter Documents”). Newco is not in violation of any of the provisions of Newco’s Charter Documents. The minute books or the equivalent of Newco (“Corporate Records”) contain true, complete and accurate records of meetings and consents in lieu of meetings of its board of directors (and any committees thereof), similar governing bodies and stockholders of Newco since Newco’s organization, and the complete Corporate Records have been heretofore delivered to the Company. The ownership records of the Newco Shares are true, complete and accurate records of the ownership of the Newco Shares as of the date of such records and contain all transfers of such Newco Shares since the time of Newco’s organization (“Share Records”), and the complete Share Records have heretofore been delivered to the Company. Newco is not required to qualify to do business as a foreign corporation in any other jurisdiction.

Due Organization and Qualification; Subsidiaries; Due Authorization. (a) Newco Pure Vision and each Subsidiary of Pure Vision is a company corporation duly organizedincorporated, validly existing and in good standing under the laws of the Territory its jurisdiction of the British Virgin Islandsformation, with full corporate power and authority to own, lease and operate its respective business and properties and to carry on its respective business in the places and in the manner as presently conducted or proposed to be conducted. Newco Pure Vision and each Subsidiary is in good standing as a foreign corporation in each jurisdiction in which the properties owned, leased or operated, or the business conducted, by it requires such qualification except for any such failure, which when taken together with all other failures, is not likely to have a material adverse effect on the business of NewcoPure Vision and its Subsidiaries taken as a whole. Pure Vision holds the rights and ownership of the Internet site "xxxxxxxxx.xxx" and will provide proof of such ownership and copies of all contracts that relate to or are used by this site. (b) Newco Pure Vision does not own, directly or indirectly, any capital stock, equity or interest in any corporation, firm, partnership, joint venture or other entity except entity, other than those (each, a "Subsidiary" and together, the "Subsidiaries") set forth in Item 2.1 of the Disclosure Schedule of even date herewith, which accompanies this Agreement and is incorporated herein by reference (the "Disclosure Schedule"). Except as set forth in Schedule 3.1Item 2.1 of the Disclosure Schedule, each Subsidiary is wholly owned by Pure Vision, all the outstanding shares of capital stock of each Subsidiary are owned free and clear of all Liens (as hereinafter defined), there is no contract, agreement, arrangement, option, warrant, call, commitment or other right of any character obligating or entitling any Subsidiary to issue, sell, redeem or repurchase any of its securities, and there is no outstanding security of any kind convertible into or exchangeable for securities of any Subsidiary. (c) Newco Each of Pure Vision and the Sellers has all requisite power and authority to execute and deliver this Agreement, and to consummate the transactions contemplated hereby and thereby. Newco Each of Pure Vision and the Sellers has taken all corporate action necessary for the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and this Agreement constitutes the valid and binding obligation of Newcoeach of Pure Vision and the Sellers, enforceable against Newco each of Pure Vision and the Sellers in accordance with its respective terms, except as may be affected by bankruptcy, insolvency, moratoria or other similar laws affecting the enforcement of creditors' rights generally and subject to the qualification that the availability of equitable remedies is subject to the discretion of the court before which any proceeding therefore therefor may be brought. (d) Newco has delivered to the Company complete and correct copies of the articles of organization and bylaws or similar governing, organization or charter documents of Newco (collectively, the “Charter Documents”). Newco is not in violation of any of the provisions of Newco’s Charter Documents. The minute books or the equivalent of Newco (“Corporate Records”) contain true, complete and accurate records of meetings and consents in lieu of meetings of its board of directors (and any committees thereof), similar governing bodies and stockholders of Newco since Newco’s organization, and the complete Corporate Records have been heretofore delivered to the Company. The ownership records of the Newco Shares are true, complete and accurate records of the ownership of the Newco Shares as of the date of such records and contain all transfers of such Newco Shares since the time of Newco’s organization (“Share Records”), and the complete Share Records have heretofore been delivered to the Company. Newco is not required to qualify to do business as a foreign corporation in any other jurisdiction.

Due Organization and Qualification; Subsidiaries; Due Authorization. (a) Newco INJECTO and each Subsidiary of INJECTO is a company corporation duly organizedincorporated, validly existing and in good standing under the laws of the Territory its jurisdiction of the British Virgin Islandsformation, with full corporate power and authority to own, lease and operate its respective business and properties and to carry on its respective business in the places and in the manner as presently conducted or proposed to be conducted. Newco INJECTO and each Subsidiary is in good standing licensed or otherwise permitted to carry on business in each jurisdiction in which the properties owned, leased or operated, or the business conducted, by it requires such qualification except for any such failure, which when taken together with all other failures, is not likely to have a material adverse effect on the business of NewcoINJECTO and its Subsidiaries taken as a whole. (b) Newco INJECTO does not own, directly or indirectly, any capital stock, equity or interest in any corporation, firm, partnership, joint venture or other entity except entity, other than those (each, a "Subsidiary" and together, the "Subsidiaries") set forth in Item 3.1 of the Disclosure Schedule. Except as set forth in Schedule 3.1Item 3.1 of the Disclosure Schedule, each Subsidiary is wholly owned by INJECTO, all the outstanding shares of capital stock of each Subsidiary are owned free and clear of all liens, there is no contract, agreement, arrangement, option, warrant, call, commitment or other right of any character obligating or entitling any Subsidiary to issue, sell, redeem or repurchase any of its securities, and there is no outstanding security of any kind convertible into or exchangeable for securities of any Subsidiary. (c) Newco Each of INJECTO and the Sellers has all requisite power and authority to execute and deliver this Agreement, and to consummate the transactions contemplated hereby and thereby. Newco Each of INJECTO and the Sellers has taken all corporate action necessary for the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and this Agreement constitutes the valid and binding obligation of Newcoeach of INJECTO and the Sellers, enforceable against Newco each of INJECTO and the Sellers in accordance with its respective terms, except as may be affected by bankruptcy, insolvency, moratoria or other similar laws affecting the enforcement of creditors' rights generally and subject to the qualification that the availability of equitable remedies is subject to the discretion of the court before which any proceeding therefore may be brought. (d) Newco has delivered to the Company complete and correct copies of the articles of organization and bylaws or similar governing, organization or charter documents of Newco (collectively, the “Charter Documents”). Newco is not in violation of any of the provisions of Newco’s Charter Documents. The minute books or the equivalent of Newco (“Corporate Records”) contain true, complete and accurate records of meetings and consents in lieu of meetings of its board of directors (and any committees thereof), similar governing bodies and stockholders of Newco since Newco’s organization, and the complete Corporate Records have been heretofore delivered to the Company. The ownership records of the Newco Shares are true, complete and accurate records of the ownership of the Newco Shares as of the date of such records and contain all transfers of such Newco Shares since the time of Newco’s organization (“Share Records”), and the complete Share Records have heretofore been delivered to the Company. Newco is not required to qualify to do business as a foreign corporation in any other jurisdiction.

Due Organization and Qualification; Subsidiaries; Due Authorization. (a) Newco You Everywhere Now is a limited liability company duly organizedformed, validly existing and in good standing under the laws of the Territory State of the British Virgin IslandsCalifornia, with full corporate limited liability company power and authority to own, lease and operate its business and properties and to carry on its business in the places and in the manner as presently conducted or proposed to be conducted. Newco Traffic Geyser is a limited liability company duly formed, validly existing and in good standing under the laws of the State of California, with full limited liability company power and authority to own, lease and operate its business and properties and to carry on its business in the places and in the manner as presently conducted. VoiceFollowup is a limited liability company duly formed, validly existing and in good standing under the laws of the State of California, with full limited liability company power and authority to own, lease and operate its business and properties and to carry on its business in the places and in the manner as presently conducted. Each of the Companies is duly qualified and in good standing as a foreign limited liability company in each jurisdiction in which the properties owned, leased or operated, or the business conducted, by it requires such qualification except for any such failurefailure to qualify, which when taken together with all other failuresfailures to qualify, is would not likely reasonably be expected to have a material adverse effect on the business of Newcothe Companies, taken as a whole. (b) Newco Except for You Everywhere Now’s 100% ownership of each of Traffic Geyser and VoiceFollowup, each of the Companies does not have any subsidiaries and does not own, directly or indirectly, any capital stock, equity or interest in any corporation, firm, partnership, joint venture or other entity except as set forth in Schedule 3.1entity. (c) Newco The Seller is the record and beneficial owner of the LLC Interests and has all requisite sole power and authority over the disposition of the LLC Interests. The LLC Interests are free and clear of any liens, claims, encumbrances, and charges except for encumbrances constituted by the limited liability company agreement of You Everywhere Now and encumbrances that will be released upon payment by Buyer of the aggregate Payoff Amount set forth in the Payoff Letters delivered by the Seller at Closing. You Everywhere Now is the record and beneficial owner of 100% of the limited liability company membership interests in each of Traffic Geyser and VoiceFollowup and has sole power and authority over the disposition of such membership interests. The LLC Interests and the membership interests in each of Traffic Geyser and VoiceFollowup are free and clear of any liens, claims, encumbrances, and charges except for encumbrances constituted by the limited liability company agreements of the Companies and encumbrances that will be released upon payment by Buyer of the aggregate Payoff Amount set forth in the Payoff Letters delivered by the Seller at Closing. The LLC Interests have not been sold, conveyed, encumbered, hypothecated or otherwise transferred by the Seller except pursuant to execute and deliver this Agreement, . The Seller has the legal right to enter into and to consummate the transactions contemplated hereby and therebyotherwise to carry out its obligations hereunder. Newco has taken all corporate action necessary for the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and this This Agreement constitutes the valid and binding obligation of Newcothe Seller, enforceable against Newco in accordance with its terms, except as may be affected by subject to the effect of any applicable bankruptcy, insolvencyreorganization, moratoria insolvency or other similar laws affecting the enforcement of creditors' ’ rights and remedies generally and subject to the qualification that effect of general principles of equity. The execution, delivery and performance by the availability Seller of equitable remedies is subject to this Agreement does not violate any contractual restriction contained in any agreement which binds or affects the discretion of the court before which any proceeding therefore may be brought. (d) Newco has delivered to the Company complete and correct copies of the articles of organization and bylaws or similar governing, organization or charter documents of Newco (collectively, the “Charter Documents”)Seller. Newco The Seller is not a party to any agreement, written or oral, creating rights in violation respect of any of the provisions LLC Interests in any third party or relating to the voting of Newco’s Charter Documentsthe LLC Interests. The minute books Seller is not a party to any outstanding or authorized options, warrants, rights, calls, commitments, conversion rights, rights of exchange or other agreements of any character, contingent or otherwise, providing for the equivalent purchase, issuance or sale of Newco (“Corporate Records”) contain true, complete and accurate records any of meetings and consents in lieu of meetings of its board of directors (and any committees thereof), similar governing bodies and stockholders of Newco since Newco’s organizationthe LLC Interests, and there are no restrictions of any kind on the complete Corporate Records have been heretofore delivered to the Company. The ownership records transfer of any of the Newco Shares are trueLLC Interests other than (a) restrictions on transfer imposed by the Securities Act of 1933, complete and accurate records of as amended (the ownership of the Newco Shares as of the date of such records and contain all transfers of such Newco Shares since the time of Newco’s organization (“Share RecordsSecurities Act”), and (b) restrictions on transfer imposed by applicable state securities or “blue sky” laws. The Seller acknowledges that the complete Share Records have heretofore Seller has been delivered advised that the Buyer or others may take various actions including actions which result in the LLC Interests greatly increasing in value and that by executing this agreement, the Seller expressly waives any and all right to the Company. Newco is not required to qualify to do business as a foreign corporation participate in any other jurisdictionway in any such increase in value of the LLC Interests, except for any Earn-Out Payments that become payable to Seller under this Agreement.

Due Organization and Qualification; Subsidiaries; Due Authorization. (a) Newco Intsys and each Subsidiary (as hereinafter defined) of Intsys is a company an entity duly organized, validly existing and in good standing under the laws of the Territory its jurisdiction of the British Virgin Islandsformation, with full corporate power and authority to own, lease and operate its respective business and properties and to carry on its respective business in the places and in the manner as presently conducted or proposed to be conducted. Newco Intsys and each Subsidiary is in good standing as a foreign corporation in each jurisdiction in which the properties owned, leased or operated, or the business conducted, by it requires such qualification except for any such failure, which when taken together with all other failures, is not likely to have a material adverse effect on the business of NewcoIntsys and its Subsidiaries taken as a whole. (b) Newco Intsys does not own, directly or indirectly, any capital stock, equity or interest in any corporation, firm, partnership, joint venture or other entity except entity, other than those (each, a "Subsidiary" and together, the "Subsidiaries") set forth in Item 3.1 of the Disclosure Schedule. Except as set forth in Schedule 3.1Item 3.1 of the Disclosure Schedule, each Subsidiary is wholly owned by Intsys, all the outstanding shares of capital stock of each Subsidiary are owned free and clear of all liens, there is no contract, agreement, arrangement, option, warrant, call, commitment or other right of any character obligating or entitling any Subsidiary to issue, sell, redeem or repurchase any of its securities, and there is no outstanding security of any kind convertible into or exchangeable for securities of any Subsidiary. (c) Newco Each of the Sellers has all requisite power and authority to execute and deliver this Agreement, and to consummate the transactions contemplated hereby and thereby. Newco Each of the Sellers has taken all corporate action necessary for the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and this Agreement constitutes the valid and binding obligation of Newcoeach of the Sellers, enforceable against Newco each of the Sellers in accordance with its terms, except as may be affected by bankruptcy, insolvency, moratoria or other similar laws affecting the enforcement of creditors' rights generally and subject to the qualification that the availability of equitable remedies is subject to the discretion of the court before which any proceeding therefore may be brought. (d) Newco has delivered to the Company complete and correct copies of the articles of organization and bylaws or similar governing, organization or charter documents of Newco (collectively, the “Charter Documents”). Newco is not in violation of any of the provisions of Newco’s Charter Documents. The minute books or the equivalent of Newco (“Corporate Records”) contain true, complete and accurate records of meetings and consents in lieu of meetings of its board of directors (and any committees thereof), similar governing bodies and stockholders of Newco since Newco’s organization, and the complete Corporate Records have been heretofore delivered to the Company. The ownership records of the Newco Shares are true, complete and accurate records of the ownership of the Newco Shares as of the date of such records and contain all transfers of such Newco Shares since the time of Newco’s organization (“Share Records”), and the complete Share Records have heretofore been delivered to the Company. Newco is not required to qualify to do business as a foreign corporation in any other jurisdiction.

Due Organization and Qualification; Subsidiaries; Due Authorization. (a) Newco is a company The Company and Merger Sub are corporations duly organizedincorporated, validly existing and in good standing under the laws of the Territory their respective jurisdictions of the British Virgin Islandsformation, with full corporate power and authority to own, lease and operate its their respective business and properties and to carry on its their respective business in the places and in the manner as presently conducted or proposed to be conducted. Newco is The Company and Merger Sub are in good standing as foreign corporations in each jurisdiction in which the their respective properties are owned, leased or operated, or the business conducted, conducted by it either of them requires such qualification qualification, except for any such failure, which when taken together with all other failures, is not likely to have a material adverse effect on the business of Newcothe Company and Merger Sub taken as a whole. (b) Newco Except for Txxxxxx & Associates, LLC and Merger Sub, the Company does not own, directly or indirectly, any capital stock, equity or interest in any corporation, firm, partnership, joint venture or other entity except as set forth in Schedule 3.1entity. (c) Newco has The Company and Merger Sub have all requisite corporate power and authority to execute and deliver this AgreementAgreement and each other document being executed in connection herewith to which each is a party, and to consummate the transactions contemplated hereby and thereby. Newco has The Company and Merger Sub have taken all corporate action necessary for the execution and delivery of this Agreement and each other document being executed in connection herewith to which each is a party and the consummation of the transactions contemplated herebyhereby and thereby, and this Agreement and each such other document being executed in connection herewith constitutes the valid and binding obligation of Newcothe Company and Merger Sub, enforceable against Newco the Company and Merger Sub in accordance with its respective terms, except as may be affected by bankruptcy, insolvency, moratoria or other similar laws affecting the enforcement of creditors' rights generally and subject to the qualification that the availability of equitable remedies is subject to the discretion of the court before which any proceeding therefore may be brought. (d) Newco Merger Sub was formed for the specific purpose of consuming the Merger and has delivered to the Company complete and correct copies of the articles of organization and bylaws or similar governing, organization or charter documents of Newco not (collectively, the “Charter Documents”). Newco is not in violation of any of the provisions of Newco’s Charter Documents. The minute books or the equivalent of Newco (“Corporate Records”a) contain true, complete and accurate records of meetings and consents in lieu of meetings of its board of directors (and any committees thereof), similar governing bodies and stockholders of Newco since Newco’s organization, and the complete Corporate Records have been heretofore delivered to the Company. The ownership records of the Newco Shares are true, complete and accurate records of the ownership of the Newco Shares as of the date of such records and contain all transfers of such Newco Shares since the time of Newco’s organization (“Share Records”), and the complete Share Records have heretofore been delivered to the Company. Newco is not required to qualify to do business as a foreign corporation engaged in any business activities, (b) conducted operations other jurisdictionthan in connection with the Merger, or (c) incurred any liabilities other than in connection with the Merger.

Due Organization and Qualification; Subsidiaries; Due Authorization. (a) Newco is a company The Immediate Companies and each Subsidiary of the Immediate Companies are corporations duly organizedincorporated, validly existing and in good standing under the laws of the Territory their jurisdiction of the British Virgin Islandsformation, with full corporate power and authority to own, lease and operate its respective business and properties and to carry on its respective business in the places and in the manner as presently conducted or proposed to be conducted. Newco is The Immediate Companies and their Subsidiaries are in good standing as a foreign corporation in each jurisdiction in which the properties owned, leased or operated, or the business conducted, by it requires such qualification except for any such failure, which when taken together with all other failures, is not likely to have a material adverse effect on the business of Newcothe Immediate Companies and their Subsidiaries taken as a whole. (b) Newco does The Immediate Companies do not own, directly or indirectly, any capital stock, equity or interest in any corporation, firm, partnership, joint venture or other entity except entity, other than those (each, a "Subsidiary" and together, the "Subsidiaries") set forth in Item 3.1 of the Disclosure Schedule. Except as set forth in Schedule 3.1Item 3.1 of the Disclosure Schedule, each Subsidiary is wholly owned by the Immediate Companies, all the outstanding shares of capital stock of each Subsidiary are owned free and clear of all liens, there is no contract, agreement, arrangement, option, warrant, call, commitment or other right of any character obligating or entitling any Subsidiary to issue, sell, redeem or repurchase any of its securities, and there is no outstanding security of any kind convertible into or exchangeable for securities of any Subsidiary. (c) Newco Each of the Immediate Companies and the Seller has all requisite power and authority to execute and deliver this Agreement, and to consummate the transactions contemplated hereby and thereby. Newco Each of the Immediate Companies and the Seller has taken all corporate action necessary for the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and this Agreement constitutes the valid and binding obligation of Newcoeach of the Immediate Companies and the Seller, enforceable against Newco each of the Immediate Companies and the Seller in accordance with its respective terms, except as may be affected by bankruptcy, insolvency, moratoria or other similar laws affecting the enforcement of creditors' rights generally and subject to the qualification that the availability of equitable remedies is subject to the discretion of the court before which any proceeding therefore may be brought. (d) Newco has delivered to the Company complete and correct copies of the articles of organization and bylaws or similar governing, organization or charter documents of Newco (collectively, the “Charter Documents”). Newco is not in violation of any of the provisions of Newco’s Charter Documents. The minute books or the equivalent of Newco (“Corporate Records”) contain true, complete and accurate records of meetings and consents in lieu of meetings of its board of directors (and any committees thereof), similar governing bodies and stockholders of Newco since Newco’s organization, and the complete Corporate Records have been heretofore delivered to the Company. The ownership records of the Newco Shares are true, complete and accurate records of the ownership of the Newco Shares as of the date of such records and contain all transfers of such Newco Shares since the time of Newco’s organization (“Share Records”), and the complete Share Records have heretofore been delivered to the Company. Newco is not required to qualify to do business as a foreign corporation in any other jurisdiction.

Due Organization and Qualification; Subsidiaries; Due Authorization. (a) Newco The Company and each Subsidiary of the Company is a company corporation duly organizedincorporated, validly existing and in good standing under the laws of the Territory its jurisdiction of the British Virgin Islandsformation, with full corporate power and authority to own, lease and operate its respective business and properties and to carry on its respective business in the places and in the manner as presently conducted or proposed to be conducted. Newco The Company and each Subsidiary is in good standing as a foreign corporation in each jurisdiction in which the properties owned, leased or operated, or the business conducted, by it requires such qualification except for any such failure, which when taken together with all other failures, is not likely to have a material adverse effect on the business of Newcothe Company and its Subsidiaries taken as a whole. (b) Newco The Company does not own, directly or indirectly, any capital stock, equity or interest in any corporation, firm, partnership, joint venture or other entity except entity, other than those (each, a "Subsidiary" and together, the "Subsidiaries") set forth in Item 2.1 of the Disclosure Schedule of even date herewith, which accompanies this Agreement and is incorporated herein by reference (the "Disclosure Schedule"). Except as set forth in Schedule 3.1Item 2.1 of the Disclosure Schedule, each Subsidiary is wholly owned by the Company, all the outstanding shares of capital stock of each Subsidiary are owned free and clear of all Liens (as hereinafter defined), there is no contract, agreement, arrangement, option, warrant, call, commitment or other right of any character obligating or entitling any Subsidiary to issue, sell, redeem or repurchase any of its securities, and there is no outstanding security of any kind convertible into or exchangeable for securities of any Subsidiary. (c) Newco The Company has all requisite corporate power and authority to execute and deliver this Agreement, and to consummate the transactions contemplated hereby and thereby. Newco The Company has taken all corporate action necessary for the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and this Agreement constitutes the valid and binding obligation of Newcothe Company, enforceable against Newco the Company in accordance with its respective terms, except as may be affected by bankruptcy, insolvency, moratoria or other similar laws affecting the enforcement of creditors' rights generally and subject to the qualification that the availability of equitable remedies is subject to the discretion of the court before which any proceeding therefore therefor may be brought. (d) Newco has delivered to the Company complete and correct copies of the articles of organization and bylaws or similar governing, organization or charter documents of Newco (collectively, the “Charter Documents”). Newco is not in violation of any of the provisions of Newco’s Charter Documents. The minute books or the equivalent of Newco (“Corporate Records”) contain true, complete and accurate records of meetings and consents in lieu of meetings of its board of directors (and any committees thereof), similar governing bodies and stockholders of Newco since Newco’s organization, and the complete Corporate Records have been heretofore delivered to the Company. The ownership records of the Newco Shares are true, complete and accurate records of the ownership of the Newco Shares as of the date of such records and contain all transfers of such Newco Shares since the time of Newco’s organization (“Share Records”), and the complete Share Records have heretofore been delivered to the Company. Newco is not required to qualify to do business as a foreign corporation in any other jurisdiction.