Common use of Power and Authority; Binding Nature of Agreement Clause in Contracts

Power and Authority; Binding Nature of Agreement. The Member and Seller have full power and authority to enter into this Agreement and to perform their obligations hereunder. The execution, delivery, and performance of this Agreement by Seller has been duly authorized by all necessary action on its part. Assuming that this Agreement is a valid and binding obligation of each of the other Parties hereto, this Agreement is a valid and binding obligation of the Member and Seller, except as may be limited by bankruptcy, moratorium, insolvency or other similar laws generally affecting the enforcement of creditors' rights, and the effect or availability of rules of law governing specific performance, injunctive relief or other equitable remedies (regardless of whether any such remedy is considered in a proceeding at law or in equity). The execution and delivery of this Agreement by Seller, and the consummation by Seller of the transactions contemplated hereby, including the Merger, have been duly and validly authorized by the Member of Seller as well as by the holder of all the issued and outstanding shares of shares of stock of Seller entitled to vote and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the transactions contemplated hereby or to perform its obligations hereunder. Member is the sole Member of the Seller and owns 100% of the membership interests of the Seller free of any liens, charges, encumbrances or restrictions.

Power and Authority; Binding Nature of Agreement. The Member Parscale Shareholder and Seller have full power and authority to enter into this Agreement and to perform their obligations hereunder. The execution, delivery, and performance of this Agreement by Seller has Parscale have been duly authorized by all necessary action on its part. Assuming that this Agreement is a valid and binding obligation of each of the other Parties hereto, this Agreement is a valid and binding obligation of the Member Parscale Shareholder and Seller, except as may be limited by bankruptcy, moratorium, insolvency or other similar laws generally affecting the enforcement of creditors' rights, and the effect or availability of rules of law governing specific performance, injunctive relief or other equitable remedies (regardless of whether any such remedy is considered in a proceeding at law or in equity). The execution and delivery of this Agreement Agreement, by Seller, Parscale and the consummation by Seller Parscale of the transactions contemplated hereby, including the Merger, have been duly and validly authorized by the Member Board of Seller Directors of Parscale as well as by the holder of all the issued and outstanding shares of shares of stock of Seller Parscale entitled to vote and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the transactions contemplated hereby or to perform its obligations hereunder. Member is the sole Member of the Seller and owns 100% of the membership interests of the Seller free of any liens, charges, encumbrances or restrictions.

Power and Authority; Binding Nature of Agreement. The Member On XXX Now Shareholders and Seller have full power and authority to enter into this Agreement and to perform their obligations hereunder. The execution, delivery, and performance of this Agreement by Seller has On XXX Now have been duly authorized by all necessary action on its part. Assuming that this Agreement is a valid and binding obligation of each of the other Parties hereto, this Agreement is a valid and binding obligation of the Member On XXX Now Shareholders and Seller, except as may be limited by bankruptcy, moratorium, insolvency or other similar laws generally affecting the enforcement of creditors' rights, and the effect or availability of rules of law governing specific performance, injunctive relief or other equitable remedies (regardless of whether any such remedy is considered in a proceeding at law or in equity). The execution and delivery of this Agreement Agreement, by Seller, On XXX Now and the consummation by Seller On XXX Now of the transactions contemplated hereby, including the Merger, have been duly and validly authorized by the Member Board of Seller Directors of On XXX Now as well as by the holder of all the issued and outstanding shares of shares of stock of Seller On XXX Now entitled to vote and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the transactions contemplated hereby or to perform its obligations hereunder. Member is the sole Member of the Seller and owns 100% of the membership interests of the Seller free of any liens, charges, encumbrances or restrictions.

Power and Authority; Binding Nature of Agreement. The Member EllisLab Shareholder and Seller have full power and authority to enter into this Agreement and to perform their obligations hereunder. The execution, delivery, and performance of this Agreement by Seller has been duly authorized by all necessary action on its part. Assuming that this Agreement is a valid and binding obligation of each of the other Parties hereto, this Agreement is a valid and binding obligation of the Member EllisLab Shareholder and Seller, except as may be limited by bankruptcy, moratorium, insolvency or other similar laws generally affecting the enforcement of creditors' ’ rights, and the effect or availability of rules of law governing specific performance, injunctive relief or other equitable remedies (regardless of whether any such remedy is considered in a proceeding at law or in equity). The execution and delivery of this Agreement Agreement, by Seller, Seller and the consummation by Seller of the transactions contemplated hereby, including the Merger, have been duly and validly authorized by the Member board of directors of the Seller as well as by and the holder of all the issued and outstanding shares of shares of stock of Seller entitled to vote and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the transactions contemplated hereby or to perform its obligations hereunder. Member The EllisLab Shareholder is the sole Member stockholders of the Seller and owns 100% of the membership interests issued and outstanding shares of the Seller free of any liens, charges, encumbrances or restrictions.