Common use of Power, Authorization and Validity Clause in Contracts

Power, Authorization and Validity. 3.2.1 DoveBid has the corporate right, power and authority to enter into and perform its obligations under this Agreement, and all agreements to which DoveBid is or will be a party that are required to be executed pursuant to this Agreement (the "DoveBid Ancillary Agreements"). The execution, delivery and performance of this Agreement and the DoveBid Ancillary Agreements have been duly and validly approved and authorized by DoveBid's Board of Directors. 3.2.2 No filing, authorization or approval, governmental or otherwise, is necessary to enable DoveBid to enter into, and to perform its obligations under, this Agreement and the DoveBid Ancillary Agreements, except for (a) the filing of appropriate documents with the relevant authorities of California and Delaware and other states in which DoveBid is qualified to do business, if any, and (b) such filings as may be required to comply with federal and state securities laws (which filings will be accomplished within the time required by law). 3.2.3 This Agreement and the DoveBid Ancillary Agreements are, or when executed by DoveBid will be, valid and binding obligations of DoveBid enforceable against DoveBid in accordance with their respective terms, except as to the effect, if any, of (a) applicable bankruptcy and other similar laws affecting the rights of creditors generally, (b) rules of law governing specific performance, injunctive relief and other equitable remedies and (c) the enforceability of provisions requiring indemnification in connection with the offering, issuance or sale of securities.

Power, Authorization and Validity. 3.2.1 DoveBid has the corporate right, power and authority to enter into and perform its obligations under this Agreement, and all agreements to which DoveBid is or will be a party that are required to be executed pursuant to this Agreement (the "DoveBid Ancillary Agreements"). The execution, delivery and performance of this Agreement and the DoveBid Ancillary Agreements have been duly and validly approved and authorized by DoveBid's Board of Directors. No vote of the stockholders of DoveBid is required by the Certificate of Incorporation, bylaws, other governing documents of DoveBid or applicable law with respect to the due authorization and approval of this Agreement, the DoveBid Ancillary Documents or the transactions contemplated hereby and thereby. 3.2.2 No filing, authorization or approval, governmental or otherwise, is necessary to enable DoveBid to enter into, and to perform its obligations under, this Agreement and the DoveBid Ancillary Agreements, except for (a) the filing of appropriate documents with the relevant authorities of California and Delaware and other states in which DoveBid is qualified to do business, if any, and (b) such qualifications and filings as may be required to comply with United States federal and state securities laws (which and the securities laws of any other jurisdiction as may be required in connection with the transactions contemplated by this Agreement. All such qualifications and filings will will, in the case of qualifications, be accomplished effective on the Closing, and will, in the case of filings be made within the time required prescribed by applicable law). 3.2.3 This Agreement and the DoveBid Ancillary Agreements are, or when executed by DoveBid will be, valid and binding obligations of DoveBid enforceable against DoveBid in accordance with their respective terms, except as to the effect, if any, of (a) applicable bankruptcy and other similar laws affecting the rights of creditors generally, (b) rules of law governing specific performance, injunctive relief and other equitable remedies and (c) the enforceability of provisions requiring indemnification in connection with the offering, issuance or sale of securities.

Power, Authorization and Validity. 3.2.1 DoveBid has the corporate right, power and authority to enter into and perform its obligations under this Agreement, and all agreements to which DoveBid is or will be a party that are required to be executed pursuant to this Agreement (the "DoveBid Ancillary AgreementsDocuments"). The execution, delivery and performance of this Agreement and the DoveBid Ancillary Agreements Documents have been duly and validly approved and authorized by DoveBid's Board of Directors. No vote of the shareholders of DoveBid is required by the Certificate of Incorporation, bylaws, other governing documents of DoveBid or applicable law with respect to the due authorization and approval of this Agreement, the DoveBid Ancillary Documents or the transactions contemplated hereby and thereby. 3.2.2 No filing, authorization or approval, governmental or otherwise, is necessary to enable DoveBid to enter into, and to perform its obligations under, this Agreement and the DoveBid Ancillary AgreementsDocuments, except for (a) the filing of appropriate documents with the relevant authorities of California and Delaware and other states in which DoveBid is qualified to do business, if any, and (b) such qualifications and filings as may be required to comply with United States federal and state securities laws (which and the securities laws of any other jurisdiction as may be required in connection with the transactions contemplated by this Agreement. All such qualifications and filings will will, in the case of qualifications, be accomplished effective on the Closing, and will, in the case of filings be made within the time required prescribed by applicable law). 3.2.3 This Agreement and the DoveBid Ancillary Agreements Documents are, or when executed by DoveBid will be, valid and binding obligations of DoveBid enforceable against DoveBid in accordance with their respective terms, except as to the effect, if any, of (a) applicable bankruptcy and other similar laws affecting the rights of creditors generally, (b) rules of law governing specific performance, injunctive relief and other equitable remedies remedies, and (c) the enforceability of provisions requiring indemnification in connection with the offering, issuance or sale of securities.

Power, Authorization and Validity. 3.2.1 DoveBid 2.2.1 The Company and each Shareholder has the corporate right, power power, legal capacity and authority to enter into and perform its obligations under this Agreement, and all agreements to which DoveBid the Company and each Shareholder is or will be a party that are required to be executed pursuant to this Agreement (the "DoveBid Ancillary Agreements"). The execution, delivery and performance of this Agreement and the DoveBid Ancillary Agreements have been duly and validly approved and authorized by DoveBidthe Company's Board of Directors. The execution, delivery and performance of this Agreement and the Ancillary Agreements by the Levy Trust has been duly and validly approved and authorized as required by law and its governing trust instrument. No vote of the shareholders of the Company is required by the Articles of Incorporation, bylaws, other governing documents of the Company or applicable law with respect to the due authorization and approval of this Agreement, the Ancillary Agreements or the transactions contemplated hereby or thereby. Each Shareholder is an "accredited investor" as such term is defined in Rule 501 promulgated under the Securities Act of 1933, as amended (the "Securities Act"). 3.2.2 2.2.2 No filing, authorization or approval, governmental or otherwise, is necessary to enable DoveBid the Company or the Shareholders to enter into, and to perform its their respective obligations under, this Agreement and the DoveBid Ancillary Agreements, except for (a) the filing of appropriate documents with the relevant authorities of California such qualifications and Delaware and other states in which DoveBid is qualified to do business, if any, and (b) such filings as may be required to comply with federal and state securities laws (which as may be required in connection with the transactions contemplated by this Agreement. All such qualifications and filings will will, in the case of qualifications, be accomplished effective on the Closing, and will, in the case of filings, be made within the time required prescribed by applicable law). 3.2.3 2.2.3 This Agreement and the DoveBid Ancillary Agreements are, or when executed by DoveBid the Company and the Shareholders will be, valid and binding obligations of DoveBid the Company and the Shareholders enforceable against DoveBid the Company and the Shareholders in accordance with their respective terms, except as to the effect, if any, of (a) applicable bankruptcy and other similar laws affecting the rights of creditors generally, (b) rules of law governing specific performance, injunctive relief and other equitable remedies and (c) the enforceability of provisions requiring indemnification in connection with the offering, issuance or sale of securities.

Power, Authorization and Validity. 3.2.1 DoveBid has the corporate right, power and authority to enter into and perform its obligations under this Agreement, and all agreements to which DoveBid is or will be a party that are required to be executed pursuant to this Agreement (the "DoveBid Ancillary Agreements"). The execution, delivery and performance of this Agreement and the DoveBid Ancillary Agreements have been duly and validly approved and authorized by DoveBid's Board of Directors. No vote of the shareholders of DoveBid is required by the Certificate of Incorporation, bylaws, other governing documents of DoveBid or applicable law with respect to the due authorization and approval of this Agreement, the DoveBid Ancillary Documents or the transactions contemplated hereby and thereby. 3.2.2 No filing, authorization or approval, governmental or otherwise, is necessary to enable DoveBid to enter into, and to perform its obligations under, this Agreement and the DoveBid Ancillary Agreements, except for (a) the filing of appropriate documents with the relevant authorities of California and Delaware and other states in which DoveBid is qualified to do business, if any, and (b) such qualifications and filings as may be required to comply with federal and state securities laws (which as may be required in connection with the transactions contemplated by this Agreement. All such qualifications and filings will will, in the case of qualifications, be accomplished effective on the Closing, and will, in the case of filings be made within the time required prescribed by applicable law). 3.2.3 This Agreement and the DoveBid Ancillary Agreements are, or when executed by DoveBid will be, valid and binding obligations of DoveBid enforceable against DoveBid in accordance with their respective terms, except as to the effect, if any, of (a) applicable bankruptcy and other similar laws affecting the rights of creditors generally, (b) rules of law governing specific performance, injunctive relief and other equitable remedies and (c) the enforceability of provisions requiring indemnification in connection with the offering, issuance or sale of securities.

Power, Authorization and Validity. 3.2.1 DoveBid Each of VEDO and Merger Sub has the corporate all requisite right, power power, legal capacity and authority to enter into and perform its obligations under this AgreementAgreement and all VEDO Ancillary Agreements, and all agreements to which DoveBid is or will be a party that are required to be executed pursuant to of the transactions contemplated by this Agreement (the "DoveBid Ancillary Agreements")Agreement. The execution, execution and delivery and performance of this Agreement and the DoveBid VEDO Ancillary Agreements and the performance of all of VEDO's and Merger Sub's obligations hereunder and thereunder, have been duly and validly approved and authorized by DoveBid's their respective Board of DirectorsDirectors as required by applicable law and their respective Certificate of Incorporation or Articles of Incorporation (as the case may be) and their respective Bylaws. For purposes of this Agreement, "VEDO ANCILLARY AGREEMENTS" means all agreements, certificates and other documents required to be delivered by VEDO or Merger Sub under this Agreement, including the Articles of Merger and the Merger Voting Agreement. 3.2.2 No To the knowledge of VEDO, no filing, authorization authorization, registration, order, consent, notice or approval, governmental or otherwise, is necessary to enable DoveBid VEDO or Merger Sub to enter into, into and to perform its obligations under, deliver this Agreement and the DoveBid VEDO Ancillary Agreements, or to perform any of their respective obligations hereunder and thereunder, except where the failure to give such notice, to file or to obtain any authorization, consent or approval would not have a Material Adverse Effect on VEDO and except for (a) the filing of the Articles of Merger with the Florida Department of State, and the filing of appropriate documents with the relevant authorities of California and Delaware and other states in which DoveBid VEDO is qualified to do business, if any, and (b) such filings as may be required to comply with federal federal, state and state foreign securities laws laws, (which filings will be accomplished within c) the time approval of the transactions contemplated hereby by VEDO, as the sold Merger Sub Stockholder, (d) the filings, if any, required by law)the HSR Act. 3.2.3 This Subject to approval of this Agreement and the DoveBid Merger by VEDO as the sole Merger Sub Stockholder, this Agreement has been, and the VEDO Ancillary Agreements are, or when executed by DoveBid VEDO and Merger Sub will be, valid and binding obligations of DoveBid VEDO and Merger Sub enforceable against DoveBid in accordance with their respective terms, except as to the effect, if any, of (a) applicable bankruptcy and bankruptcy, reorganization, insolvency, moratorium or other similar laws affecting the rights of creditors generallygenerally from time to time, (b) rules of law governing specific performance, injunctive relief and other equitable remedies and (c) the enforceability of provisions requiring indemnification in connection with the offering, issuance or sale of securities; PROVIDED, HOWEVER, that the Articles of Merger will not be effective until filed with the Florida Department of State. This Agreement has been, and when executed the VEDO Ancillary Agreement will be, duly executed and delivered by VEDO and Merger Sub.

Power, Authorization and Validity. 3.2.1 DoveBid (a) Acquirer has the corporate right, power and authority to enter into and perform its obligations under this Agreement, Agreement and all agreements to which DoveBid is or will be a party that are required to be executed pursuant to this Agreement (the "DoveBid Acquirer Ancillary Agreements"). The execution, delivery and performance of this Agreement and the DoveBid Acquirer Ancillary Agreements Agreements, and the Merger, have been duly and validly approved and authorized by DoveBid's Board Acquirer, and this Agreement has been duly executed and delivered by Acquirer. Sub has the right, power and authority to enter into and perform its obligations under this Agreement and all Sub Ancillary Agreements. The execution, delivery and performance of Directorsthis Agreement and the Sub Ancillary Agreements, and the Merger, have been duly and validly approved and authorized by Sub, and this Agreement has been duly executed and delivered by Sub. 3.2.2 (b) No filing, authorization authorization, consent, approval, permit, order, registration or approvaldeclaration, governmental or otherwise, is necessary to enable DoveBid Acquirer and Sub to enter into, and to perform its their respective obligations under, this Agreement and Agreement, the DoveBid Acquirer Ancillary Agreements or the Sub Ancillary Agreements, except for for: (ai) the filing of appropriate documents the Agreement of Merger with the relevant authorities California Secretary of California and Delaware and other states in which DoveBid is qualified to do business, if any, and State; (bii) such post-Closing filings as may be required to comply with United States federal and state securities laws laws; (which filings will iii) the filing by Acquirer with the SEC of such reports and information under the Exchange Act, and the rules and regulations promulgated by the SEC thereunder, as may be accomplished within required in connection with this Agreement, the time required Merger and the other transactions contemplated by law)this Agreement; the filing of the Form S-3 pursuant to Section 2.9 above and any related filing and (iv) such other filings, authorizations, consents, approvals, permits, orders, registrations and declarations, if any, that if not made or obtained by Acquirer or Sub would not be material to Acquirer’s or Sub’s ability to consummate the Merger or to perform their respective obligations under this Agreement, the Acquirer Ancillary Agreements and the Sub Ancillary Agreements. 3.2.3 (c) This Agreement and the DoveBid Acquirer Ancillary Agreements are, or when executed by DoveBid Acquirer will be, valid and binding obligations of DoveBid Acquirer enforceable against DoveBid Acquirer in accordance with their respective terms, except as subject only to the effect, if any, of (ai) applicable bankruptcy and other similar laws affecting the rights of creditors generally, and (bii) rules of law governing specific performance, injunctive relief and other equitable remedies remedies. This Agreement and the Sub Ancillary Agreements are, or when executed by Sub will be, valid and binding obligations of Sub enforceable against Sub in accordance with their respective terms, subject only to the effect, if any, of (i) applicable bankruptcy and other similar laws affecting the rights of creditors generally and (cii) the enforceability rules of provisions requiring indemnification in connection with the offeringlaw governing specific performance, issuance or sale of securitiesinjunctive relief and other equitable remedies.

Power, Authorization and Validity. 3.2.1 DoveBid Each of Parent and Newco has the corporate right, power power, legal capacity and authority to enter into and perform its obligations under this Agreement, Agreement and all under the Affiliate Agreements and the Confidential Disclosure Agreement and any agreement in addition to those referred to above agreements to which DoveBid Parent or Newco is or will be a party and that are required to be executed pursuant to this Agreement by Company or Newco as a condition of Company's obligations as provided in Section 7.1 (the "DoveBid Parent Ancillary Agreements"). The Merger and the --------------------------- execution, delivery and performance of this Agreement and the DoveBid Parent Ancillary Agreements have been duly and validly approved and authorized by DoveBidParent's Board of Directors and Newco's Board of Directors, as applicable, and by Parent as the sole stockholder of Newco. 3.2.2 No filing, authorization or approval, governmental or otherwise, is necessary to enable DoveBid Parent to enter into, and to perform its obligations under, this Agreement and the DoveBid Parent Ancillary Agreements, except for (a) the filing of the Agreement of Merger and the Certificate of Merger with the California Secretary of State and the Delaware Secretary of State, respectively, the filing of such officers' certificates and other documents as are required to effect the Merger under Delaware and California law and the filing of appropriate documents with the relevant authorities of California and Delaware and other states in which DoveBid Parent is qualified to do business, if any, and (b) such filings as may be required to comply with federal and state securities laws laws, including the Permit Application (which as defined in Section 4.6) and (c) the filings will be accomplished within the time required by law)the HSR Act. 3.2.3 This Assuming the due authorization, execution and delivery by Company, this Agreement and the DoveBid Parent Ancillary Agreements are, or when executed by DoveBid Parent and Newco (as applicable) and the other parties thereto will be, valid and binding obligations of DoveBid Parent and Newco, enforceable against DoveBid Parent and Newco in accordance with their respective terms, except as to the effect, if any, of (a) applicable bankruptcy and other similar laws affecting the rights of creditors generally, generally and (b) rules of law governing specific performance, injunctive relief and other equitable remedies remedies; provided, however, that the Agreement of -------- ------- Merger, the Certificate of Merger and (c) the enforceability Parent Ancillary Agreements will not be effective until the earlier of provisions requiring indemnification in connection with the offering, issuance Effective Time or sale of securitiesthe date provided for therein.

Power, Authorization and Validity. 3.2.1 DoveBid 2.2.1 SecureIT has the corporate right, power power, legal capacity and authority to enter into into, execute, deliver, and perform its obligations under this Agreement, Agreement and all agreements to which DoveBid SecureIT is or will be a party that are contemplated under this Agreement (the "SecureIT Ancillary Agreements") and ----------------------------- to consummate the Merger. This Agreement and the SecureIT Ancillary Agreements, and the execution, delivery and performance thereof by SecureIT, have been duly and validly approved by the SecureIT Board of Directors and the shareholders of SecureIT, as required by applicable law and the Articles of Incorporation and Bylaws of SecureIT, both as currently in effect. Each of the SecureIT Shareholders has the right, power, legal capacity and authority to enter into, execute, deliver and perform such SecureIT Shareholder's obligations under this Agreement and each agreement to which such SecureIT Shareholder is or will be a party that is required to be executed pursuant to this Agreement (the a "DoveBid SecureIT Shareholder Ancillary AgreementsAgreement"). The execution, delivery and performance of this Agreement and the DoveBid Ancillary Agreements have been duly and validly approved and authorized by DoveBid's Board of Directors.---------------------------------------- 3.2.2 2.2.2 No filing, authorization authorization, consent, order or approval, governmental or otherwise, is necessary to enable DoveBid SecureIT, or any SecureIT Shareholder, to enter into, and to perform its or his respective obligations under, this Agreement and each of the DoveBid SecureIT Ancillary Agreements and each of the SecureIT Shareholder Ancillary Agreements, except for (a) the filing of the Certificate of Merger with the Secretary of State of the State of Georgia, the filing of such other documents as are required to effectuate the Merger under Georgia law and the filing of appropriate documents with the relevant authorities of California and Delaware and the states other states than Georgia in which DoveBid SecureIT is qualified to do business, if any, and (b) such filings as may be required to comply with federal and state securities laws laws, and (which filings will be accomplished within c) consents required under contracts disclosed in Schedule 2.5 to the time required letter addressed to VeriSign and dated as of the date of ------------ this Agreement delivered by law)SecureIT to VeriSign concurrently herewith (the "SecureIT Disclosure Letter") as exceptions to the representation made in the --------------------------- last sentence of Section 2.5 below. 3.2.3 2.2.3 This Agreement and the DoveBid SecureIT Ancillary Agreements are, or when executed by DoveBid will be, are valid and binding obligations of DoveBid SecureIT enforceable against DoveBid SecureIT in accordance with their respective terms, except as such enforceability may be limited by (a) applicable bankruptcy and other similar laws affecting the rights of creditors generally and (b) rules of law governing specific performance, injunctive relief and other equitable remedies. This Agreement and each of the SecureIT Shareholder Ancillary Agreements are, or when executed by a SecureIT Shareholder will be, a valid and binding obligation of such SecureIT Shareholder, enforceable against such SecureIT Shareholder in accordance with their respective terms, subject only to the effect, if any, of limitation on enforceability by (a) applicable bankruptcy and other similar laws affecting the rights of creditors generally, and (b) rules of law governing specific performance, injunctive relief and other equitable remedies and (c) the enforceability of provisions requiring indemnification in connection with the offering, issuance or sale of securitiesremedies.

Power, Authorization and Validity. 3.2.1 DoveBid 2.2.1. INTEGRAL NETWORKING has the corporate right, power power, legal capacity and authority to enter into and perform its obligations under this Agreement, Agreement and all agreements to which DoveBid INTEGRAL NETWORKING is or will be a party that are required to be executed pursuant to this Agreement (the "DoveBid INTEGRAL NETWORKING Ancillary Agreements"). The execution, delivery and performance of this This Agreement and the DoveBid INTEGRAL NETWORKING Ancillary Agreements have been duly and validly approved and authorized by DoveBid's the INTEGRAL NETWORKING Board of DirectorsDirectors and shareholders, as required by applicable law. 3.2.2 2.2.2. No filing, authorization or approval, governmental or otherwise, is necessary to enable DoveBid INTEGRAL NETWORKING to enter into, and to perform its obligations under, this Agreement and the DoveBid INTEGRAL NETWORKING Ancillary Agreements, except for (a) the filing of the Certificate of Merger and the Agreement of Merger with the Secretaries of State of the States of Delaware and California, respectively, the filing 10 of such officers' certificates and other documents as are required to effectuate the Merger under Delaware and California law and the filing of appropriate documents with the relevant authorities of the states other than California and Delaware and other states in which DoveBid INTEGRAL NETWORKING is qualified to do business, if any, and (b) such filings as may be required to comply with federal and state securities laws laws, (which filings will be accomplished within c) consents required under contracts disclosed in Item 2.5 as exceptions to the time required by law)representation made in the last sentence of Section 2.5 below and (d) the approval of the INTEGRAL NETWORKING Shareholders and Board of Directors. 3.2.3 2.2.3. This Agreement and the DoveBid INTEGRAL NETWORKING Ancillary Agreements are, or when executed and delivered by DoveBid INTEGRAL NETWORKING and the other parties thereto will be, . valid and binding obligations of DoveBid INTEGRAL NETWORKING enforceable against DoveBid INTEGRAL NETWORKING and the INTEGRAL NETWORKING Shareholders (as applicable) in accordance with their respective terms, except as to the effect, if any, of (a) applicable bankruptcy and other similar laws affecting the rights of creditors generally, generally and (b) rules of law governing specific performance, injunctive relief and other equitable remedies and (c) remedies, provided, however, that the enforceability INTEGRAL NETWORKING Ancillary Agreements will not be effective until the earlier of provisions requiring indemnification in connection with the offering, issuance Effective Time or sale of securitiesthe date provided for therein.

Power, Authorization and Validity. 3.2.1 DoveBid 3.3.1 The Stockholder has the corporate right, power power, legal capacity and authority to enter into and perform its obligations under this Agreement, and all agreements to which DoveBid is or will be a party that are required to be executed pursuant to this Agreement (the "DoveBid Ancillary Agreements"). The execution, delivery and performance of this Agreement and the DoveBid Stockholders Ancillary Agreements have been duly and validly approved and authorized by DoveBid's Board of Directors. 3.2.2 Agreements. No filing, authorization or approval, governmental or otherwise, is necessary to enable DoveBid the Stockholder to enter into, and to perform its obligations under, this Agreement and the DoveBid Stockholders Ancillary Agreements, except for (a) Agreements executed by the filing of appropriate documents with the relevant authorities of California and Delaware and other states in which DoveBid is qualified to do business, if any, and (b) such filings as may be required to comply with federal and state securities laws (which filings will be accomplished within the time required by law). 3.2.3 Stockholder. This Agreement and the DoveBid Stockholders Ancillary Agreements are, or when executed by DoveBid the Stockholder will be, valid and binding obligations of DoveBid the Stockholder enforceable against DoveBid in accordance with their respective terms, except as to the effect, if any, of (a) applicable bankruptcy and other similar laws affecting the rights of creditors generally, generally and (b) rules of law governing specific performance, injunctive relief and other equitable remedies remedies; provided, however, that the Stockholders Ancillary Agreements (other than the Milkyway Affiliates Agreements) will not be effective until the Closing. 3.3.2 Milkyway has the corporate right, power, legal capacity and authority to enter into and perform its obligations under this Agreement and the Milkyway Ancillary Agreements. This Agreement, the Milkyway Ancillary Agreements and the transfer and exchange of Milkyway Stock pursuant to Section 2.1 have been duly and validly approved by the Milkyway Board of Directors and each of the Stockholders, as required by applicable law. No filing, authorization or approval, governmental or otherwise, is necessary to enable Milkyway to enter into, and to perform its obligations under, this Agreement and the Milkyway Ancillary Agreements, except for the prior notification under the Japanese Foreign Exchange Control Regulations. This Agreement and the Milkyway Ancillary Agreements are, or when executed and delivered by Milkyway and the other parties thereto will be, valid and binding obligations of Milkyway enforceable against Milkyway and the Milkyway Affiliates (as applicable) in accordance with their respective terms, except as to the effect, if any, of (a) applicable bankruptcy and other similar laws affecting the rights of creditors generally and (cb) rules of law governing specific performance, injunctive relief and other equitable remedies; provided, however, that the enforceability of provisions requiring indemnification in connection with Milkyway Ancillary Agreements (other than the offering, issuance or sale of securitiesMilkyway Affiliates Agreements) will not be effective until the Closing.

Power, Authorization and Validity. 3.2.1 DoveBid (a) Parent has the corporate right, power power, legal capacity and authority to enter into and perform its obligations under this Agreement and the Certificate of Merger, the Voting Agreements, the Option Agreement, the Development Agreement, the Escrow Agreement, and all agreements to which DoveBid is or will be a party that are required to be executed pursuant to this the Loan Agreement (collectively, the "DoveBid “Parent Ancillary Agreements"”). The execution, delivery and performance of this Agreement and the DoveBid Parent Ancillary Agreements have been duly and validly approved and authorized by DoveBid's Board all necessary corporate and stockholder action on the part of DirectorsParent. Merger Sub has the right, power, legal capacity and authority to enter into and perform its obligations under this Agreement and the Certificate of Merger (the “Merger Sub Ancillary Agreement”). The execution, delivery and performance of this Agreement and the Merger Sub Ancillary Agreement have been duly and validly approved and authorized by all necessary corporate and stockholder action on the part of Merger Sub. 3.2.2 (b) No filing, authorization authorization, consent or approval, governmental or otherwise, is necessary to enable DoveBid Parent and Merger Sub to enter into, and to perform its their respective obligations under, this Agreement and Agreement, the DoveBid Parent Ancillary AgreementsAgreements or the Merger Sub Ancillary Agreement, except for for: (ai) the filing of appropriate documents the Certificate of Merger with the relevant authorities Delaware Secretary of California and Delaware and other states in which DoveBid is qualified to do business, if any, and State; (bii) such post-closing filings as may be required to comply with federal and state securities laws laws; and (which filings will iii) the filing with the SEC and the effectiveness of the registration statements for the S-8 and for the resale S-3 under the 1933 Act that is required to be accomplished within filed by Parent after the time required by law)Effective Time pursuant to the terms and conditions of this Agreement. 3.2.3 (c) This Agreement and the DoveBid Parent Ancillary Agreements are, or when executed by DoveBid will be, are valid and binding obligations of DoveBid Parent enforceable against DoveBid Parent in accordance with their respective terms, except as subject only to the effect, if any, of (ai) applicable bankruptcy and other similar laws affecting the rights of creditors generally, (bii) rules of law governing specific performance, injunctive relief and other equitable remedies remedies, and (ciii) the enforceability of provisions requiring indemnification in connection with the offering, issuance or sale of securities. This Agreement and the Merger Sub Ancillary Agreement are valid and binding obligations of Merger Sub enforceable against Merger Sub in accordance with their respective terms, subject only to the effect, if any, of (i) applicable bankruptcy and other similar laws affecting the rights of creditors generally, (ii) rules of law governing specific performance, injunctive relief and other equitable remedies, and (iii) the enforceability of provisions requiring indemnification in connection with the offering, issuance or sale of securities. (d) The Board of Directors of Parent has reserved for issuance sufficient shares of Parent Common Stock to consummate the transactions contemplated hereby.