Common use of Power, Authority and Validity Clause in Contracts

Power, Authority and Validity. GBID has the corporate power to enter into this Agreement and the other Transaction Documents to which it is a party and to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement and the Transaction Documents and the consummation of the transactions contemplated hereby and thereby have been duly authorized by the Board of Directors of GBID and no other corporate proceedings on the part of GBID are necessary to authorize this Agreement, the other Transaction Documents and the transactions contemplated herein and therein. GBID is not subject to, or obligated under, any charter, bylaw or contract provision or any license, franchise or permit, or subject to any order or decree, which would be breached or violated by or in conflict with its executing and carrying out this Agreement and the transactions contemplated hereunder and under the Transaction Documents. Except for (i) the filing of the Articles of Merger with the Secretary of State of the State of Colorado and appropriate documents with the relevant authorities of other states in which GBID is qualified to do business, and (ii) filings under applicable securities laws, no consent of any person who is a party to a contract which is material to GBID's business, nor consent of any governmental authority, is required to be obtained on the part of GBID to permit the transactions contemplated herein and to permit GBID to continue the business activities of GBID as previously conducted by GBID without a Material Adverse Effect. This Agreement is, and the other Transaction Documents when executed and delivered by GBID shall be, the valid and binding obligations of GBID, enforceable in accordance with their respective terms.

Power, Authority and Validity. GBID IRI has the corporate power to enter into this Agreement and the other Transaction Documents to which it is a party and to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement and the Transaction Documents and the consummation of the transactions contemplated hereby and thereby have been duly authorized by the Board of Directors of GBID IRI and no other corporate proceedings on the part of GBID IRI are necessary to authorize this Agreement, the other Transaction Documents and the transactions contemplated herein and therein. GBID IRI is not subject to, or obligated under, any charter, bylaw or contract provision or any license, franchise or permit, or subject to any order or decree, which would be breached or violated by or in conflict with its executing and carrying out this Agreement and the transactions contemplated hereunder and under the Transaction Documents. Except for (i) the filing of the Articles Certificate of Merger with the Secretary of State of the State of Colorado Nevada and appropriate documents with the relevant authorities of other states in which GBID IRI is qualified to do business, and (ii) filings under applicable securities laws, no consent of any person who is a party to a contract which is material to GBIDIRI's business, nor consent of any governmental authority, is required to be obtained on the part of GBID IRI to permit the transactions contemplated herein and to permit GBID IRI to continue the business activities of GBID IRI as previously conducted by GBID IRI without a Material Adverse Effect. This Agreement is, and the other Transaction Documents when executed and delivered by GBID IRI shall be, the valid and binding obligations of GBIDIRI, enforceable in accordance with their respective terms.

Power, Authority and Validity. GBID EPL has the corporate power to enter into this Agreement and the other Transaction Documents to which it is a party they are parties and to carry out its their obligations hereunder and thereunder. The execution and delivery of this Agreement and the Transaction Documents and the consummation of the transactions contemplated hereby and thereby have been duly authorized by the Board of Directors of GBID EPL and no other corporate proceedings on the part of GBID EPL are necessary to authorize this Agreement, the other Transaction Documents and the transactions contemplated herein and therein. GBID EPL is not subject to, or obligated under, any charter, bylaw or contract provision or any license, franchise or permit, or subject to any order or decree, which would be breached or violated by or in conflict with its executing and carrying out this Agreement and the transactions contemplated hereunder and under the Transaction Documents. Except for (i) the filing of the Articles Certificate of Merger with the Secretary of State of the State of Colorado Florida and appropriate documents with the relevant authorities of other states in which GBID EPL is qualified to do business, and (ii) filings under applicable securities laws, no consent of any person who is a party to a contract which is material to GBIDEPL's business, nor consent of any governmental authority, is required to be obtained on the part of GBID EPL to permit the transactions contemplated herein and to permit GBID EPL to continue the business activities of GBID EPL as previously conducted by GBID EPL without a Material Adverse Effect. This Agreement is, and the other Transaction Documents when executed and delivered by GBID EPL shall be, the valid and binding obligations of GBIDEPL, enforceable in accordance with their respective terms.

Power, Authority and Validity. GBID CBSC has the corporate power to enter into this Agreement and the other Transaction Documents to which it is a party they are parties and to carry out its their obligations hereunder and thereunder. The execution and delivery of this Agreement and the Transaction Documents and the consummation of the transactions contemplated hereby and thereby have been duly authorized by the Board of Directors of GBID CBSC and no other corporate proceedings on the part of GBID CBSC are necessary to authorize this Agreement, the other Transaction Documents and the transactions contemplated herein and therein. GBID CBSC is not subject to, or obligated under, any charter, bylaw or contract provision or any license, franchise or permit, or subject to any order or decree, which would be breached or violated by or in conflict with its executing and carrying out this Agreement and the transactions contemplated hereunder and under the Transaction Documents. Except for (i) the filing of the Articles of Merger with the Secretary of State of the State of Colorado and appropriate documents with the relevant authorities of other states in which GBID CBSC is qualified to do business, and (ii) filings under applicable securities laws, no consent of any person who is a party to a contract which is material to GBIDCBSC's business, nor consent of any governmental authority, is required to be obtained on the part of GBID CBSC to permit the transactions contemplated herein and to permit GBID CBSC to continue the business activities of GBID CBSC as previously conducted by GBID CBSC without a Material Adverse Effect. This Agreement is, and the other Transaction Documents when executed and delivered by GBID CBSC shall be, the valid and binding obligations of GBIDCBSC, enforceable in accordance with their respective terms.