Common use of Authority and Enforceability Clause in Contracts

Authority and Enforceability. Each of Parent and Merger Sub has full corporate power and authority to enter into this Agreement and the Operative Agreements to which it is a party, subject in the case of the issuance of shares of Parent Common Stock in the Merger to Parent Stockholder Approval and to perform its obligations hereunder and thereunder and to consummate the Merger. The execution, delivery and performance of this Agreement and the Operative Agreements to which it is a party by each of Parent and Merger Sub and the consummation by each of Parent and Merger Sub of the Merger have been duly and validly approved by their respective Board of Directors and no other corporate proceedings on the part of Parent or its stockholders or Merger Sub or Parent as its sole stockholder are necessary to authorize the execution, delivery and performance of this Agreement or the Operative Agreements to which it is a party by each of Parent and Merger Sub and the consummation by each of Parent and Merger Sub of the Merger. The affirmative votes of the holders of a majority of the outstanding shares of Parent Common Stock at a duly convened meeting of the Stockholders of Parent (the "PARENT STOCKHOLDERS' MEETING") (i) to approve the increase in the number of authorized shares of capital stock of Parent from 250,000,000 to 500,000,000 shares (the "PARENT AUTHORIZED STOCK INCREASE") so as to permit the issuance of the shares of Parent Common Stock pursuant to the Merger and (ii) to approve the change of Parent's corporate name to Cryptometrics, Inc. (the "PARENT AUTHORIZED NAME CHANGE") (the "PARENT AUTHORIZED STOCK INCREASE" and the "PARENT AUTHORIZED NAME CHANGE" are collectively referred to herein, from time to time as the "PARENT STOCKHOLDER APPROVAL") are the only votes of the holders of any class of capital stock or other security necessary in connection with the Merger. This Agreement and the Operative Agreements to which it is a party have been duly and validly executed and delivered by each of Parent and Merger Sub and constitute legal, valid and binding obligations of Parent and Merger Sub enforceable against each of them in accordance with their respective terms, except as the enforceability thereof may be limited by (i) bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting or relating to creditors' rights generally, and (ii) the availability of injunctive relief and other equitable remedies.

Authority and Enforceability. Each of Parent and Merger Sub The Seller has full corporate the requisite power and authority to enter into this Agreement and the Operative Agreements to which it is a party, subject in the case of the issuance of shares of Parent Common Stock in the Merger to Parent Stockholder Approval and to perform its obligations hereunder and thereunder and to consummate the Merger. The execution, delivery and performance of this each Ancillary Agreement and the Operative Agreements to which it is a party and to consummate the transactions contemplated hereby and thereby, subject to obtaining irrevocable written consents approving the transactions contemplated by each this Agreement from the holders of Parent and Merger Sub at least a majority of the shares of Seller’s capital stock entitled to vote thereon (the “Stockholder Written Consent”) and the consummation filing of an information statement (the “Information Statement”) pursuant to Rule 14c-2 under the Exchange Act of 1934, as amended (the “Exchange Act”) with the Securities and Exchange Commission (the “SEC”) and delivery of such Information Statement to Seller’s stockholders. The execution and delivery by each of Parent and Merger Sub of the Merger have been duly and validly approved by their respective Board of Directors and no other corporate proceedings on the part of Parent or its stockholders or Merger Sub or Parent as its sole stockholder are necessary to authorize the execution, delivery and performance Seller of this Agreement or the Operative Agreements and each Ancillary Agreement to which it is a party by each of Parent and Merger Sub and the consummation by each of Parent and Merger Sub of the Merger. The affirmative votes transactions contemplated hereby and thereby have been duly authorized by all necessary entity action on the part of the holders of a majority Seller, subject to obtaining the Stockholder Written Consent and the filing of the outstanding shares of Parent Common Stock at a duly convened meeting of Information Statement with the Stockholders of Parent (the "PARENT STOCKHOLDERS' MEETING") (i) to approve the increase in the number of authorized shares of capital stock of Parent from 250,000,000 to 500,000,000 shares (the "PARENT AUTHORIZED STOCK INCREASE") so as to permit the issuance of the shares of Parent Common Stock pursuant to the Merger and (ii) to approve the change of Parent's corporate name to CryptometricsSEC, Inc. (the "PARENT AUTHORIZED NAME CHANGE") (the "PARENT AUTHORIZED STOCK INCREASE" and the "PARENT AUTHORIZED NAME CHANGE" are collectively referred delivery of such Information Statement to herein, from time to time as the "PARENT STOCKHOLDER APPROVAL") are the only votes of the holders of any class of capital stock or other security necessary in connection with the MergerSeller’s stockholders. This Agreement has been, and upon execution the Operative Ancillary Agreements to which it is a party have been will be, duly and validly executed and delivered by the Seller that is a party hereto and thereto and, assuming the due authorization, execution and delivery hereof and thereof by each of Parent the other parties hereto, this Agreement constitutes, and Merger Sub upon execution the Ancillary Agreements will (subject to obtaining the Stockholder Written Consent and constitute the filing of the Information Statement with the SEC, and the delivery of such Information Statement to Seller’s stockholders) constitute, legal, valid and binding obligations of Parent and Merger Sub the Seller, enforceable against each of them the Seller in accordance with their respective terms, except as the such enforceability thereof may be limited by (i) bankruptcy, insolvency, reorganization, moratorium or other insolvency and similar Laws affecting or relating to creditors' rights generally, and (ii) for the availability of injunctive relief and other equitable remedies.

Authority and Enforceability. Each of Parent and Merger Sub (a) The Company has full all requisite corporate power and authority to enter into this Agreement and the Operative Agreements to which it is a party, subject in the case Company and each Subsidiary of the issuance of shares of Parent Common Stock in the Merger Company has all requisite power and authority to Parent Stockholder Approval and to perform its obligations hereunder and thereunder and to consummate the Merger. The execution, delivery and performance of this enter into any Related Agreement and the Operative Agreements to which it is a party by each and to consummate the transactions contemplated hereby and thereby. The execution and delivery of Parent this Agreement and Merger Sub any Related Agreement to which the Company or any Subsidiary of the Company is a party and the consummation by each of Parent and Merger Sub of the Merger transactions contemplated hereby and thereby have been duly and validly approved authorized by their respective Board of Directors and no other all necessary corporate proceedings action on the part of Parent or its stockholders or Merger Sub or Parent as its sole stockholder are necessary such Person and no further corporate action is required on the part of such Person to authorize the execution, delivery and performance of this Agreement or the Operative and any Related Agreements to which it such Person is a party by each of Parent and Merger Sub and the consummation by each of Parent transactions contemplated hereby and Merger Sub of the Mergerthereby. The affirmative votes of the holders of a majority of the outstanding shares of Parent Common Stock at a duly convened meeting of the Stockholders of Parent (the "PARENT STOCKHOLDERS' MEETING") (i) to approve the increase in the number of authorized shares of capital stock of Parent from 250,000,000 to 500,000,000 shares (the "PARENT AUTHORIZED STOCK INCREASE") so as to permit the issuance of the shares of Parent Common Stock pursuant to the Merger and (ii) to approve the change of Parent's corporate name to Cryptometrics, Inc. (the "PARENT AUTHORIZED NAME CHANGE") (the "PARENT AUTHORIZED STOCK INCREASE" and the "PARENT AUTHORIZED NAME CHANGE" are collectively referred to herein, from time to time as the "PARENT STOCKHOLDER APPROVAL") are Company Stockholder Approval is the only votes vote, approval or consent of the holders of any class or series of capital stock Company Capital Stock or any other security securities of the Company that is necessary in connection with to adopt this Agreement and each of the MergerRelated Agreements and approve the transactions contemplated hereby and thereby. This Agreement and each of the Operative Related Agreements to which it the Company or any Subsidiary of the Company is a party have been been, or as of the Effective Time shall be, duly and validly executed and delivered by each of Parent such Person and Merger Sub assuming the due authorization, execution and delivery by the other parties hereto and thereto, constitute, or shall constitute legalwhen executed and delivered, the valid and binding obligations of Parent and Merger Sub such Person enforceable against each of them it in accordance with their respective terms, except as the enforceability thereof may be limited by subject to (i) Laws of general application relating to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or and other similar Laws affecting or laws relating to or affecting creditors' ’ rights generally, and (ii) general principles of equity. The Board, by resolutions duly adopted (and not thereafter modified or rescinded) by the availability unanimous vote of injunctive relief the Board, has (A) declared that this Agreement, the Related Agreements and the transactions contemplated hereby and thereby, including the Merger, upon the terms and subject to the conditions set forth herein, are advisable, fair to and in the best interests of the Company and the Company Stockholders; (B) approved this Agreement in accordance with the provisions of the DGCL; and (C) directed that the adoption of this Agreement and approval of the Merger be submitted to the Company Stockholders for consideration and recommended that the Company Stockholders adopt this Agreement and approve the Merger (collectively, the “Company Board Resolutions”). Other than the Company Stockholder Approval, no other equitable remediesvotes, approvals or consents on the part of the Company or any holders of Company Securities are necessary under DGCL, any of the Charter Documents, or any Contracts to which the Company or any Subsidiary of the Company is a party to adopt this Agreement and the transactions contemplated by this Agreement and to approve the Merger.

Authority and Enforceability. Each of Parent and Merger Sub The Company has full corporate all requisite power and authority to enter into this Agreement Agreement, the Certificates and the Operative Agreements to which it is a party, subject in the case of the issuance of shares of Parent Common Stock in the Merger to Parent Stockholder Approval and to perform its obligations hereunder and thereunder and to consummate the Merger. The execution, delivery and performance of this Agreement and the Operative any Related Agreements to which it is a party by each and, subject to obtaining the Initial Stockholder Consent, to consummate the Merger, file the Certificate Amendment with the Secretary of Parent State of the State of Delaware, and Merger Sub the other transactions contemplated hereby and thereby. The execution and delivery of this Agreement, the Certificates and any Related Agreements to which the Company is a party and the consummation by each of Parent and Merger Sub of the Merger Merger, and the other transactions contemplated hereby and thereby, have been duly and validly approved authorized by their respective Board of Directors and no other all necessary corporate proceedings action on the part of Parent or its stockholders or Merger Sub or Parent as its sole stockholder are necessary the Company, and no further corporate action is required on the part of the Company to authorize this Agreement, the executionCertificate Amendment, delivery the Certificates and performance of this Agreement or the Operative any Related Agreements to which it is a party by each of Parent and Merger Sub and the consummation by each of Parent transactions contemplated hereby and Merger Sub thereby, subject only to the approval of the Mergertransactions contemplated by this Agreement by the Company Stockholders. The affirmative votes vote required of the holders of a majority of the outstanding shares of Parent Common Stock at a duly convened meeting of the Company Stockholders of Parent (the "PARENT STOCKHOLDERS' MEETING") (i) to approve this Agreement, the increase in Certificate Amendment, the number of authorized shares of capital stock of Parent from 250,000,000 to 500,000,000 shares (Certificates and the "PARENT AUTHORIZED STOCK INCREASE") so as to permit the issuance of the shares of Parent Common Stock pursuant to Related Agreements, the Merger and the other transactions contemplated hereby and thereby is set forth in Section 2.4 of the Disclosure Schedule (ii) to approve such vote, the change “Requisite Stockholder Vote”). This Agreement, including the plan of Parent's corporate name to Cryptometricsmerger described in Article I, Inc. (has been unanimously approved by the "PARENT AUTHORIZED NAME CHANGE") (Board of Directors of the "PARENT AUTHORIZED STOCK INCREASE" Company, and the "PARENT AUTHORIZED NAME CHANGE" are collectively referred to herein, from time to time as the "PARENT STOCKHOLDER APPROVAL") are the only votes Board of Directors of the holders of any class of capital stock or other security necessary in connection with Company has unanimously recommended that the MergerCompany Stockholders approve this Agreement. This Agreement Agreement, the Certificates and each of the Operative Related Agreements to which it the Company is a party have been duly and validly executed and delivered by each of Parent the Company and, assuming the due authorization, execution and Merger Sub delivery by the other parties hereto and thereto, constitute legal, the valid and binding obligations of Parent and Merger Sub the Company enforceable against each of them it in accordance with their respective terms, except as the enforceability thereof may be limited by subject to (i) laws of general application relating to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or and other similar Laws affecting or laws relating to or affecting creditors' ’ rights generally, generally and (ii) the availability general principles of injunctive relief and other equitable remediesequity.

Authority and Enforceability. (a) Each of Parent and Merger Sub the Electrum Companies has full all requisite corporate power and authority to enter into execute and deliver this Agreement and each of the Operative Ancillary Agreements to which it any of the Electrum Companies is a party, subject in the case of the issuance of shares of Parent Common Stock in the Merger to Parent Stockholder Approval party and to perform its such Electrum Companies’ obligations hereunder under this Agreement and thereunder and to consummate the Mergereach such Ancillary Agreement. The execution, delivery and performance of this Agreement and the Operative Ancillary Agreements to which it is a party by each of Parent and Merger Sub and the consummation by each of Parent and Merger Sub of the Merger have been duly and validly approved authorized by their respective Board of Directors and no other corporate proceedings all necessary action on the part of Parent or each of the Electrum Companies. Without limiting the foregoing, the board of directors of Electrum, at a meeting thereof duly called and held, has duly adopted resolutions by the requisite majority vote approving this Agreement, the Merger and the other transactions contemplated hereby, determining that the terms and conditions of this Agreement, the Merger and the other transactions contemplated hereby are fair to and in the best interests of Electrum and its stockholders or Merger Sub or Parent as its sole stockholder are necessary to authorize and recommending that the execution, delivery stockholders of Electrum adopt and performance of approve this Agreement or the Operative Agreements to which it is a party by each of Parent and Merger Sub and the consummation by each of Parent and Merger Sub of the MergerAgreement. The affirmative votes vote or consent of the holders of a majority of the outstanding shares of Parent Common Stock at a duly convened meeting is the only vote or consent of the Stockholders stockholders of Parent (the "PARENT STOCKHOLDERS' MEETING") (i) Electrum needed to approve the increase in the number of authorized shares of capital stock of Parent from 250,000,000 to 500,000,000 shares (the "PARENT AUTHORIZED STOCK INCREASE") so as to permit the issuance of the shares of Parent Common Stock pursuant to and adopt this Agreement, the Merger and (ii) to approve the change other transactions contemplated hereby. The stockholders of Parent's corporate name to CryptometricsElectrum, Inc. (acting by written consent in accordance with the "PARENT AUTHORIZED NAME CHANGE") (the "PARENT AUTHORIZED STOCK INCREASE" NRS and the "PARENT AUTHORIZED NAME CHANGE" are collectively referred to hereinbylaws of Electrum, from time to time as the "PARENT STOCKHOLDER APPROVAL") are the only votes of the holders of any class of capital stock or other security necessary have duly adopted resolutions in connection accordance with the Mergerforegoing voting requirements approving and adopting this Agreement, the Merger and the other transactions contemplated hereby. This Agreement and the Operative Agreements to which it is a party have has been duly and validly executed and delivered by each of Parent the Electrum Companies and Merger Sub constitutes the legal, valid and binding obligation of each of the Electrum Companies, enforceable against each of the Electrum Companies in accordance with its terms, subject to (i) laws of general application relating to bankruptcy, insolvency and the relief of debtors and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies. Upon the execution and delivery by each of the Electrum Companies of the Ancillary Agreements to which such Electrum Company is a party, the Ancillary Agreements will constitute the legal, valid and binding obligations of Parent and Merger Sub such Electrum Company, enforceable against each of them such Electrum Company in accordance with their respective terms, except as the enforceability thereof may be limited by subject to (i) laws of general application relating to bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting or relating to creditors' rights generally, insolvency and the relief of debtors and (ii) the availability rules of law governing specific performance, injunctive relief and other equitable remedies.

Authority and Enforceability. Each The board of Parent directors of Canaan (at a ---------------------------- meeting duly called and held) has: (a) determined that the Merger Sub is advisable; and (b) resolved to approve the Merger and recommend the approval and adoption of this Agreement by Canaan's stockholders. In addition, the board of directors of Canaan has full taken all action necessary to render the Control Share Acquisition Act, Sections 1145 through 1155 of Title 18 of the Oklahoma Statutes and Section 1090.3 of the OGCA inapplicable to the Merger and the other transactions contemplated by this Agreement. No other state takeover statute or similar statute or regulation applies or purports to apply to Canaan with respect to this Agreement, the Merger or any other transaction contemplated by this Agreement. Canaan has the requisite corporate power and authority to enter into execute and deliver this Agreement and the Operative Agreements (with respect to which it is a party, subject in the case of the issuance of shares of Parent Common Stock in the Merger to Parent Stockholder Approval and to perform its obligations hereunder and thereunder and to consummate the Merger. The execution, delivery and performance consummation of this Agreement and the Operative Agreements Merger, subject to which it is a party the approval of the stockholders of Canaan) to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and (with the approval by each the stockholders of Parent and Merger Sub and Canaan) the consummation by each of Parent and Merger Sub of the Merger transactions contemplated hereby have been duly and validly approved authorized by their respective Board all necessary corporate action on the part of Directors Canaan, including approval by the board of directors of Canaan, and no other corporate proceedings on the part of Parent or its stockholders or Merger Sub or Parent as its sole stockholder Canaan are necessary to authorize the execution, execution or delivery and performance of this Agreement or (with approval by the Operative Agreements stockholders of Canaan) to which it is a party by each consummate the transactions contemplated hereby. The board of Parent and Merger Sub directors of Canaan has taken all action necessary to render the Canaan Rights inapplicable to this Agreement, the other Transaction Documents and the consummation Merger and ensure that neither Parent nor Sub nor any of their Affiliates or associates is or will become an "Acquiring Person" (as defined in the Canaan Rights Agreement) by each reason of Parent and Merger Sub any of the Transaction Documents or the Merger. The affirmative votes In addition, a "Distribution Date" (as defined in the Canaan Rights Agreement) will not occur by reason of the holders execution of a majority this Agreement, the execution of any of the outstanding shares Transaction Documents or the consummation of Parent Common Stock at a duly convened meeting of the Stockholders of Parent (the "PARENT STOCKHOLDERS' MEETING") (i) to approve the increase in the number of authorized shares of capital stock of Parent from 250,000,000 to 500,000,000 shares (the "PARENT AUTHORIZED STOCK INCREASE") so as to permit the issuance of the shares of Parent Common Stock pursuant to the Merger and (ii) to approve the change of Parent's corporate name to Cryptometrics, Inc. (the "PARENT AUTHORIZED NAME CHANGE") (the "PARENT AUTHORIZED STOCK INCREASE" and the "PARENT AUTHORIZED NAME CHANGE" are collectively referred to herein, from time to time as the "PARENT STOCKHOLDER APPROVAL") are the only votes of the holders of any class of capital stock or other security necessary in connection with the Merger. This Agreement and the Operative Agreements to which it is a party have has been duly and validly executed and delivered by each of Parent Canaan and Merger Sub and constitute legal, constitutes a valid and binding obligations obligation of Parent and Merger Sub Canaan, enforceable against each of them Canaan in accordance with their respective its terms, except as the enforceability thereof may be limited by (i) bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting or relating to creditors' rights generally, and (ii) the availability of injunctive relief and other equitable remedies.

Authority and Enforceability. Each of Parent and Merger Sub The Company has full all requisite corporate power and authority to enter into this Agreement and the Operative Agreements to which it is a party, subject in the case of the issuance of shares of Parent Common Stock in the Merger to Parent Stockholder Approval and to perform its obligations hereunder and thereunder and to consummate the Merger. The execution, delivery and performance of this Agreement and the Operative any Related Agreements to which it is a party by each and, subject to receipt of Parent the Company Stockholder Approval, to consummate the First Merger and Merger Sub the other Transactions. The execution and delivery of this Agreement and any Related Agreements to which the Company is a party and the consummation by each of Parent and Merger Sub of the Merger Mergers and the other Transactions have been duly and validly approved authorized by their respective Board of Directors and no other all requisite corporate proceedings action on the part of Parent or its stockholders or Merger Sub or Parent as its sole stockholder are necessary the Company and no further corporate action is required on the part of the Company to authorize the executionCompany’s entry into this Agreement and any Related Agreements to which the Company is a party or the consummation of the Mergers or any other Transactions by the Company, delivery and performance other than the adoption of this Agreement or the Operative Agreements to which it is a party by each of Parent and Merger Sub and the consummation by each of Parent and Merger Sub approval of the Merger. The affirmative votes of Mergers by the holders of at least a majority of the issued and outstanding shares of Parent Company Common Stock at a duly convened meeting (the “Company Stockholder Approval”). The board of directors of the Company has unanimously approved this Agreement, the Mergers and the other Transactions, and recommended to the Stockholders that they vote in favor of Parent adoption of this Agreement and approval of the Mergers and the other Transactions (the "PARENT STOCKHOLDERS' MEETING") (i) to approve the increase in the number of authorized shares of capital stock of Parent from 250,000,000 to 500,000,000 shares (the "PARENT AUTHORIZED STOCK INCREASE") so as to permit the issuance of the shares of Parent Common Stock pursuant to the Merger and (ii) to approve the change of Parent's corporate name to Cryptometrics, Inc. (the "PARENT AUTHORIZED NAME CHANGE") (the "PARENT AUTHORIZED STOCK INCREASE" and the "PARENT AUTHORIZED NAME CHANGE" are collectively referred to herein, from time to time as the "PARENT STOCKHOLDER APPROVAL") are the only votes of the holders of any class of capital stock or other security necessary in connection with the Merger“Company Board Recommendation”). This Agreement and each of the Operative Related Agreements to which it the Company is a party have been duly and validly been, or when executed and delivered by each of Parent the Company will be, duly executed and Merger Sub delivered by the Company and, assuming the due authorization, execution and constitute legaldelivery by the other parties hereto and thereto, constitute, or when executed and delivered will constitute, the valid and binding obligations of Parent and Merger Sub the Company enforceable against each of them it in accordance with their respective terms, except as the enforceability thereof may be limited by subject to (ix) Legal Requirements of general application relating to bankruptcy, insolvency, reorganizationmoratorium, moratorium or other similar Laws affecting or relating to the relief of debtors and enforcement of creditors' ’ rights generallyin general, and (iiy) the availability rules of law governing specific performance, injunctive relief relief, other equitable remedies and other equitable remediesgeneral principles of equity (clauses (x) and (y) collectively, the “Enforceability Limitations”).

Authority and Enforceability. Each (a) Buyer (or any Affiliate of Parent and Merger Sub Buyer that is or will be party to any Transaction Agreement) has full all necessary corporate power and authority to enter into execute and deliver this Agreement and Agreement, the Operative other Transaction Agreements to which it Buyer (or, as applicable, such Affiliate) is or will be a partyparty and each certificate and other instrument required by this Agreement or any other Transaction Agreements to be executed and delivered by Buyer (or, subject in the case of the issuance of shares of Parent Common Stock in the Merger to Parent Stockholder Approval and as applicable, such Affiliate) pursuant hereto or thereto, to perform its obligations hereunder and thereunder and to consummate the MergerTransactions and the other transactions contemplated hereby and thereby. The execution, delivery and performance by Buyer (or, as applicable, such Affiliate) of this Agreement and Agreement, the Operative other Transaction Agreements to which it Buyer (or, as applicable, such Affiliate) is or will be a party and each certificate and other instrument required to be executed and delivered by each Buyer (or, as applicable, such Affiliate) pursuant hereto or thereto, the performance by Buyer (or, as applicable, such Affiliate) of Parent its obligations hereunder and Merger Sub thereunder and the consummation by each of Parent and Merger Sub Buyer (or, as applicable, such Affiliate) of the Merger Transactions and the other transactions contemplated hereby and thereby, have been duly and validly authorized by all necessary corporate action on the part of Buyer (or, as applicable, such Affiliate). The board of directors of Buyer has approved by their respective Board of Directors this Agreement, the other Transaction Agreements to which Buyer is or will be a party and the Transactions and the other transactions contemplated hereby and thereby, and no other corporate proceedings on the part of Parent Buyer or any of its stockholders or Merger Sub or Parent as its sole stockholder Subsidiaries are necessary to authorize the execution, delivery and performance of this Agreement or the Operative any other Transaction Agreements to which it Buyer is or will be a party by each of Parent or to consummate the Transactions on the terms set forth herein and Merger Sub and the consummation by each of Parent and Merger Sub of the Mergertherein. The affirmative votes board of the holders directors of a majority any Affiliate of the outstanding shares of Parent Common Stock at a duly convened meeting of the Stockholders of Parent (the "PARENT STOCKHOLDERS' MEETING") (i) Buyer that is or will be party to any Transaction Agreement has approved or will approve the increase in the number of authorized shares of capital stock of Parent from 250,000,000 to 500,000,000 shares (the "PARENT AUTHORIZED STOCK INCREASE") so as to permit the issuance of the shares of Parent Common Stock pursuant to the Merger and (ii) to approve the change of Parent's corporate name to Cryptometrics, Inc. (the "PARENT AUTHORIZED NAME CHANGE") (the "PARENT AUTHORIZED STOCK INCREASE" and the "PARENT AUTHORIZED NAME CHANGE" are collectively referred to herein, from time to time as the "PARENT STOCKHOLDER APPROVAL") are the only votes of the holders of any class of capital stock or other security necessary in connection with the Merger. This Agreement and the Operative Transaction Agreements to which it such Affiliate is or will be a party have been duly and validly executed and delivered by each of Parent and Merger Sub and constitute legal, valid and binding obligations of Parent and Merger Sub enforceable against each of them in accordance with their respective terms, except as the enforceability thereof may be limited by (i) bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting or relating to creditors' rights generallytransactions contemplated thereby, and (ii) no other corporate proceedings on the availability part of injunctive relief such Affiliate are necessary to authorize any Transaction Agreements to which such Affiliate is or will be a party or to consummate the Transactions on the terms set forth herein and other equitable remediestherein.

Authority and Enforceability. Each of Parent and Merger Sub (a) The Company has full corporate all requisite power and authority to enter into this Agreement and the Operative Agreements to which it is a party, subject in the case Company and each Subsidiary of the issuance of shares of Parent Common Stock in the Merger Company has all requisite power and authority to Parent Stockholder Approval and to perform its obligations hereunder and thereunder and to consummate the Merger. The execution, delivery and performance of this enter into any Related Agreement and the Operative Agreements to which it is a party by each and to consummate the transactions contemplated hereby and thereby. The execution and delivery of Parent this Agreement and Merger Sub any Related Agreement to which the Company or any Subsidiary of the Company is a party and the consummation by each of Parent and Merger Sub of the Merger transactions contemplated hereby and thereby have been duly and validly approved authorized by their respective Board of Directors and no other all necessary corporate proceedings action on the part of Parent or its stockholders or Merger Sub or Parent as its sole stockholder are necessary such Person and no further corporate action is required on the part of such Person to authorize the execution, delivery and performance of this Agreement or the Operative and any Related Agreements to which it such Person is a party by each of Parent and Merger Sub and the consummation by each of Parent transactions contemplated hereby and Merger Sub of the Mergerthereby. The affirmative votes of the holders of a majority of the outstanding shares of Parent Common Stock at a duly convened meeting of the Stockholders of Parent (the "PARENT STOCKHOLDERS' MEETING") (i) to approve the increase in the number of authorized shares of capital stock of Parent from 250,000,000 to 500,000,000 shares (the "PARENT AUTHORIZED STOCK INCREASE") so as to permit the issuance of the shares of Parent Common Stock pursuant to the Merger and (ii) to approve the change of Parent's corporate name to Cryptometrics, Inc. (the "PARENT AUTHORIZED NAME CHANGE") (the "PARENT AUTHORIZED STOCK INCREASE" and the "PARENT AUTHORIZED NAME CHANGE" are collectively referred to herein, from time to time as the "PARENT STOCKHOLDER APPROVAL") are Company Stockholder Approval is the only votes vote, approval or consent of the holders of any class or series of capital stock Company Capital Stock or any other security securities of the Company that is necessary in connection with to adopt this Agreement and each of the MergerRelated Agreements and approve the transactions contemplated hereby and thereby. This Agreement and each of the Operative Related Agreements to which it the Company or any Subsidiary of the Company is a party have been been, or, as of the Effective Time shall be, duly and validly executed and delivered by each of Parent such Person and Merger Sub assuming the due authorization, execution and delivery by the other parties hereto and thereto, constitute, or shall constitute legalwhen executed and delivered, the valid and binding obligations of Parent and Merger Sub such Person, as applicable, enforceable against each of them it in accordance with their respective terms, except as the enforceability thereof may be limited by subject to (iA) Laws of general application relating to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or and other similar Laws affecting or laws relating to or affecting creditors' ’ rights generally, generally and (iiB) general principles of equity (the availability “Bankruptcy and Equity Exception”). The Board, by resolutions duly adopted (and not thereafter modified or rescinded) by the unanimous vote of injunctive relief the Board, has (x) declared that this Agreement, the Related Agreements and the transactions contemplated hereby and thereby, including the Merger, upon the terms and subject to the conditions set forth herein, are advisable, fair to and in the best interests of the Company and the Company Stockholders, (y) approved this Agreement in accordance with the provisions of the DGCL and (z) directed that the adoption of this Agreement and approval of the Merger be submitted to the Company Stockholders for consideration and recommended that all of the Company Stockholders adopt this Agreement and approve the Merger (collectively, the “Company Board Resolutions”). Other than the Company Stockholder Approval, no other equitable remediesvotes, approvals or consents on the part of the Company or any of the Company Security Holders are necessary under the DGCL, any of the Charter Documents or any Contracts to which the Company or any Subsidiary of the Company is a party to adopt this Agreement and the transactions contemplated by this Agreement and the Merger.

Authority and Enforceability. Each of Parent and Merger Sub The Company has full all requisite corporate power and authority to enter into execute and deliver this Agreement and the Operative Agreements each Ancillary Agreement to which it the Company is a party, subject in the case of the issuance of shares of Parent Common Stock in the Merger to Parent Stockholder Approval party and to perform its obligations hereunder under this Agreement and thereunder and to consummate the Mergereach such Ancillary Agreement. The execution, delivery and performance by the Company of this Agreement and the Operative Agreements to which it is a party by each of Parent and Merger Sub Ancillary Agreement and the consummation by each of Parent and Merger Sub of the transactions contemplated hereby and thereby, including the Merger and the Charter Amendment, have been duly and validly approved authorized by their respective Board of Directors and no other corporate proceedings all necessary action on the part of Parent or its stockholders or Merger Sub or Parent as its sole stockholder are necessary the Company subject only to authorize the execution, delivery and performance of this Agreement or the Operative Agreements to which it is a party approval by each of Parent and Merger Sub and the consummation by each of Parent and Merger Sub of the Merger. The affirmative votes of (a) the holders of a majority of the votes represented by the outstanding shares of Parent Company Capital Stock entitled to vote on this Agreement and the Merger, voting together as a single class, (b) the holders of at least a majority of the then-outstanding shares of Series D Preferred Stock, voting together as a single class, (c) the holders of at least a majority of the then-outstanding shares of Series E Preferred Stock, voting together as a single class, (c) the holders of at least a majority of the Series F Preferred Stock, voting together as a single class, and (d) the holders of at least two-thirds of the then-outstanding shares of Series D Preferred Stock, Series E Preferred Stock and Series F Preferred Stock, voting together as a single class on an as-converted to Common Stock basis, in each case at a meeting duly convened meeting noticed and held, or by written consent, in compliance with all applicable requirements of the Stockholders of Parent DGCL and any other applicable Law and the Company’s Governing Documents (the "PARENT STOCKHOLDERS' MEETING") “Stockholder Vote”). Without limiting the foregoing, the Company Board has (i) to approve the increase in the number of authorized shares of capital stock of Parent from 250,000,000 to 500,000,000 shares (the "PARENT AUTHORIZED STOCK INCREASE") so as to permit the issuance of the shares of Parent Common Stock pursuant to at a meeting thereof duly called and held unanimously adopted resolutions approving and declaring advisable this Agreement, the Merger and the other transactions contemplated by this Agreement, (ii) to approve at a meeting thereof duly called and held unanimously determined that the change terms and conditions of Parent's corporate name to Cryptometricsthis Agreement, Inc. (the "PARENT AUTHORIZED NAME CHANGE") (the "PARENT AUTHORIZED STOCK INCREASE" Merger and the "PARENT AUTHORIZED NAME CHANGE" other transactions contemplated by this Agreement are collectively referred fair to herein, from time to time as and in the "PARENT STOCKHOLDER APPROVAL") are the only votes best interests of the holders of any class of capital stock or other security necessary in connection with the Merger. This Agreement Company and the Operative Agreements to which it is a party have been Stockholders and (iii) made the Company Board Recommendation. The Company has duly and validly executed and delivered by this Agreement and, on or prior to the Closing, the Company will have duly and validly executed and delivered each of Parent Ancillary Agreement to which it is a party. This Agreement constitutes, and Merger Sub upon execution and constitute legaldelivery each Ancillary Agreement to which the Company is a party will constitute, the valid and binding obligations obligation of Parent and Merger Sub the Company, enforceable against each of them the Company in accordance with their respective its terms, except as the enforceability enforcement thereof may be limited by (iA) bankruptcy, insolvency, reorganization, moratorium and similar laws, both state and federal, affecting the enforcement of creditors’ rights or other similar Laws affecting remedies in general as from time to time in effect or relating to creditors' rights generally, and (iiB) the availability exercise by courts of injunctive relief and other equitable remediesequity powers.

Authority and Enforceability. Each of Parent the Purchaser and the Merger Sub has full all requisite corporate power and authority to enter into execute and deliver this Agreement and each of the Operative Ancillary Agreements to which it is a party, subject in the case of the issuance of shares of Parent Common Stock in the Merger to Parent Stockholder Approval party and to perform its obligations hereunder under this Agreement and thereunder and to consummate each such Ancillary Agreement, except for the Mergerapproval of the stockholders of the Purchaser in connection with the Note Satisfaction. The execution, delivery and performance of this Agreement and the Operative Ancillary Agreements to which it is a party by each of Parent and Merger Sub and the consummation by each of Parent and Merger Sub of the Merger have been duly and validly approved authorized by their respective Board of Directors and no other corporate proceedings all necessary action on the part of Parent or its stockholders or Merger Sub or Parent as its sole stockholder are necessary to authorize the execution, delivery and performance of this Agreement or the Operative Agreements to which it is a party by each of Parent and Merger Sub Purchaser and the consummation by each of Parent and Merger Sub Sub, except for the approval of the Merger. The affirmative votes stockholders of the holders of a majority of the outstanding shares of Parent Common Stock at a duly convened meeting of the Stockholders of Parent (the "PARENT STOCKHOLDERS' MEETING") (i) to approve the increase in the number of authorized shares of capital stock of Parent from 250,000,000 to 500,000,000 shares (the "PARENT AUTHORIZED STOCK INCREASE") so as to permit the issuance of the shares of Parent Common Stock pursuant to the Merger and (ii) to approve the change of Parent's corporate name to Cryptometrics, Inc. (the "PARENT AUTHORIZED NAME CHANGE") (the "PARENT AUTHORIZED STOCK INCREASE" and the "PARENT AUTHORIZED NAME CHANGE" are collectively referred to herein, from time to time as the "PARENT STOCKHOLDER APPROVAL") are the only votes of the holders of any class of capital stock or other security necessary Purchaser in connection with the MergerNote Satisfaction. The Stockholder Support Agreement in the form attached hereto as Exhibit F (the “Support Agreement”) has been duly executed and delivered by the Purchaser and certain of its stockholders, or will have been duly executed and delivered by the Purchaser and such stockholders no later than two Business Days following the date hereof, and such Support Agreement constitutes or will constitute a legal, valid and binding obligation by each of the signatories thereto. This Agreement and the Operative Agreements to which it is a party have has been duly and validly executed and delivered by each of Parent the Purchaser and the Merger Sub and, assuming the due authorization, execution and delivery by each of the other parties to the Agreement, constitutes the legal, valid and binding obligation of the Purchaser and the Merger Sub, enforceable against the Purchaser and the Merger Sub in accordance with its terms, subject to (a) laws of general application relating to bankruptcy, insolvency, and the relief of debtors, and (b) rules of law governing specific performance, injunctive relief and other equitable remedies. Upon the execution and delivery by the Purchaser and the Merger Sub of the Ancillary Agreements to which they are a party, and assuming the due authorization, execution and delivery by each of the other parties to each Ancillary Agreement, such Ancillary Agreements will constitute the legal, valid and binding obligations of Parent the Purchaser and the Merger Sub, enforceable against the Purchaser and the Merger Sub enforceable against each of them in accordance with their respective terms, except as the enforceability thereof may be limited by subject to (ia) laws of general application relating to bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting or relating to creditors' rights generallyand the relief of debtors, and (iib) the availability rules of law governing specific performance, injunctive relief and other equitable remedies.

Authority and Enforceability. Each of Parent and Merger Sub The Company has full all requisite corporate power and authority to enter into execute and deliver this Agreement and each of the Operative Ancillary Agreements to which it the Company is a party, subject in the case of the issuance of shares of Parent Common Stock in the Merger to Parent Stockholder Approval party and to perform its the Company’s obligations hereunder under this Agreement and thereunder and to consummate the Mergereach such Ancillary Agreement. The execution, delivery and performance of this Agreement and the Operative Ancillary Agreements to which it is a party by each of Parent and Merger Sub and the consummation by each of Parent and Merger Sub of the Merger have been duly and validly approved authorized by their respective Board of Directors and no other corporate proceedings all necessary action on the part of Parent or its stockholders or Merger Sub or Parent as its sole stockholder are necessary the Company subject only to authorize the execution, delivery and performance of this Agreement or the Operative Agreements to which it is a party approval by each of Parent and Merger Sub and the consummation by each of Parent and Merger Sub of the Merger. The affirmative votes of (w) the holders of a majority of the votes represented by the outstanding shares of Parent Company Capital Stock entitled to vote on this Agreement and the Merger, voting as a single class (x) the holders of at least a majority of the then outstanding shares of Common Stock voting as a single class, (y) the holders of at least a majority of the then outstanding shares of Preferred Stock voting as a single class on an as-converted to Common Stock basis and (z) the holders of at least a majority of the then outstanding shares of Series F Preferred Stock, voting on an as-converted to Common Stock basis, in each case, at a meeting duly convened meeting noticed and held, or by written consent, in compliance with all applicable requirements of the Stockholders of Parent DGCL (the "PARENT STOCKHOLDERS' MEETING"approval referenced in clauses (w), (x), (y) and (iz) to approve the increase in “Requisite Stockholder Approval”). Without limiting the number foregoing, the board of authorized shares of capital stock of Parent from 250,000,000 to 500,000,000 shares (the "PARENT AUTHORIZED STOCK INCREASE") so as to permit the issuance directors of the shares of Parent Common Stock pursuant to Company, at a meeting thereof duly called and held, has duly adopted resolutions by the requisite majority vote approving this Agreement, the Merger and (ii) to approve the change other transactions contemplated by this Agreement, determining that the terms and conditions of Parent's corporate name to Cryptometricsthis Agreement, Inc. (the "PARENT AUTHORIZED NAME CHANGE") (the "PARENT AUTHORIZED STOCK INCREASE" Merger and the "PARENT AUTHORIZED NAME CHANGE" other transactions contemplated by this Agreement are collectively referred to hereinfair to, from time to time as and in the "PARENT STOCKHOLDER APPROVAL") are best interests of, the only votes of Company and its Stockholders and recommending that the holders of any class of capital stock or other security necessary in connection with the MergerCompany’s Stockholders adopt and approve this Agreement. This Agreement and the Operative Agreements to which it is a party have has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by each of Parent the other parties to the Agreement, constitutes the legal, valid and Merger Sub binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to (a) laws of general application relating to bankruptcy, insolvency, and the relief of debtors, and (b) rules of law governing specific performance, injunctive relief and other equitable remedies. Upon the execution and delivery by the Company of the Ancillary Agreements to which the Company is a party and assuming the due authorization, execution and delivery by each of the other parties to each Ancillary Agreement, such Ancillary Agreements will constitute the legal, valid and binding obligations of Parent and Merger Sub the Company, enforceable against each of them the Company in accordance with their respective terms, except as the enforceability thereof may be limited by subject to (ia) laws of general application relating to bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting or relating to creditors' rights generallyand the relief of debtors, and (iib) the availability rules of law governing specific performance, injunctive relief and other equitable remedies.

Authority and Enforceability. Each of Parent and Merger Sub (a) The Company has full corporate all requisite power and authority to enter into this Agreement and the Operative Agreements to which it is a party, subject in the case Company and each Subsidiary of the issuance of shares of Parent Common Stock in the Merger Company has all requisite power and authority to Parent Stockholder Approval and to perform its obligations hereunder and thereunder and to consummate the Merger. The execution, delivery and performance of this enter into any Related Agreement and the Operative Agreements to which it is a party by each and to consummate the transactions contemplated hereby and thereby. The execution and delivery of Parent this Agreement and Merger Sub any Related Agreement to which the Company or any Subsidiary of the Company is a party and the consummation by each of Parent and Merger Sub of the Merger transactions contemplated hereby and thereby have been duly and validly approved authorized by their respective Board of Directors and no other all necessary corporate proceedings action on the part of Parent or its stockholders or Merger Sub or Parent as its sole stockholder are necessary such Person and no further corporate action is required on the part of such Person to authorize the execution, delivery and performance of this Agreement or the Operative and any Related Agreements to which it such Person is a party by each of Parent and Merger Sub and the consummation by each of Parent transactions contemplated hereby and Merger Sub of the Mergerthereby. The affirmative votes of the holders of a majority of the outstanding shares of Parent Common Stock at a duly convened meeting of the Stockholders of Parent (the "PARENT STOCKHOLDERS' MEETING") (i) to approve the increase in the number of authorized shares of capital stock of Parent from 250,000,000 to 500,000,000 shares (the "PARENT AUTHORIZED STOCK INCREASE") so as to permit the issuance of the shares of Parent Common Stock pursuant to the Merger and (ii) to approve the change of Parent's corporate name to Cryptometrics, Inc. (the "PARENT AUTHORIZED NAME CHANGE") (the "PARENT AUTHORIZED STOCK INCREASE" and the "PARENT AUTHORIZED NAME CHANGE" are collectively referred to herein, from time to time as the "PARENT STOCKHOLDER APPROVAL") are Company Stockholder Approval is the only votes vote, approval or consent of the holders of any class or series of capital stock Company Capital Stock or any other security securities of the Company that is necessary in connection with under DGCL, any of the Charter Documents or any Contracts to which the Company or any Subsidiary of the Company is a party to adopt this Agreement and each of the Related Agreements and approve the transactions contemplated hereby and thereby and to approve the Merger. This Agreement and each of the Operative Related Agreements to which it the Company or any Subsidiary of the Company is a party have been been, or, as of the Effective Time shall be, duly and validly executed and delivered by each of Parent such Person and Merger Sub assuming the due authorization, execution and delivery by the other parties hereto and thereto, constitute, or shall constitute legalwhen executed and delivered, the valid and binding obligations of Parent and Merger Sub such Person enforceable against each of them it in accordance with their respective terms, except as the enforceability thereof may be limited by subject to (iA) laws of general application relating to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or and other similar Laws affecting or laws relating to or affecting creditors' ’ rights generally, generally and (iiB) general principles of equity. The Board, by resolutions duly adopted (and not thereafter modified or rescinded) by the availability unanimous vote of injunctive relief the Board, has (x) declared that this Agreement, the Related Agreements and other equitable remediesthe transactions contemplated hereby and thereby, including the Merger, upon the terms and subject to the conditions set forth herein, are advisable, fair to and in the best interests of the Company and the Company Stockholders, (y) approved this Agreement in accordance with the provisions of the DGCL and (z) directed that the adoption of this Agreement and approval of the Merger be submitted to the Company Stockholders for consideration and recommended that all of the Company Stockholders adopt this Agreement and approve the Merger (collectively, the “Company Board Resolutions”).

Authority and Enforceability. Each of Parent Parent, Buyer and Merger Sub has full Acquisition Corporation have the requisite corporate power and authority to enter into execute and deliver this Agreement and the Operative Ancillary Agreements to which it is a party, subject in the case of the issuance of shares of Parent Common Stock in the Merger to Parent Stockholder Approval and to perform its obligations hereunder and thereunder and to consummate the Mergertransactions contemplated hereby or thereby. The execution, delivery and performance by each of Parent, Buyer and Acquisition Corporation of this Agreement and the Operative Ancillary Agreements to which it each is a party by each of Parent and Merger Sub and the consummation by each of Parent Parent, Buyer and Merger Sub Acquisition Corporation of the Merger transactions contemplated hereby and thereby have been duly and validly approved authorized by their respective Board of Directors and no other corporate proceedings all necessary action on the part of Parent Parent, Buyer and Acquisition Corporation, and no other action is necessary on the part of Parent, Buyer or its stockholders or Merger Sub or Parent as its sole stockholder are necessary Acquisition Corporation to authorize the execution, delivery and performance of this Agreement or the Operative Agreements any Ancillary Agreement to which it either is a party by each or to consummate the transactions contemplated hereby and thereby except in the case of Parent and Merger Sub and the consummation by each of Parent and Merger Sub Acquisition Corporation, for receipt of the Merger. The affirmative votes consent of the holders of a majority of the outstanding shares of Parent Common Stock at a duly convened meeting of the Stockholders of Parent (the "PARENT STOCKHOLDERS' MEETING") (i) to approve the increase in the number of authorized shares of capital stock of Parent from 250,000,000 to 500,000,000 shares (the "PARENT AUTHORIZED STOCK INCREASE") so as to permit the issuance of the shares of Parent Common Stock pursuant to the Merger and (ii) to approve the change of Parent's corporate name to Cryptometrics, Inc. (the "PARENT AUTHORIZED NAME CHANGE") (the "PARENT AUTHORIZED STOCK INCREASE" and the "PARENT AUTHORIZED NAME CHANGE" are collectively referred to herein, from time to time as the "PARENT STOCKHOLDER APPROVAL") are the only votes of the holders of any class of capital stock or other security necessary in connection with the Mergerits sole stockholder. This Agreement and the Operative each Ancillary Agreements to which it Parent is a party party, and this Agreement and each Ancillary Agreement to which Buyer is a party, and this Agreement and each Ancillary Agreements to which Acquisition Corporation is a party, have been duly and validly executed and delivered by each of Parent Parent, Buyer and Merger Sub Acquisition Corporation. Assuming due authorization, execution and constitute delivery by each of the Acquired Companies and each other party thereto, this Agreement and each of the Ancillary Agreements to which Parent, Buyer or Acquisition Corporation is a party constitutes a legal, valid and binding obligations obligation of Parent Parent, Buyer and Merger Sub Acquisition Corporation, enforceable against each of them Parent, Buyer and Acquisition Corporation in accordance with their respective its terms, except as the enforceability thereof may be limited by (ia) bankruptcy, insolvency, reorganization, moratorium moratorium, fraudulent conveyance or other similar Laws affecting or Legal Requirements relating to creditors' ’ rights generally, generally and (iib) the availability general principles of injunctive relief and other equitable remediesequity, whether such enforceability is considered in a proceeding in equity or at law.

Authority and Enforceability. Each of Parent and Merger Sub The Company has full corporate all requisite power and authority to enter into this Agreement and the Operative Agreements to which it is a party, subject in the case of the issuance of shares of Parent Common Stock in the Merger to Parent Stockholder Approval and to perform its obligations hereunder and thereunder and to consummate the Merger. The execution, delivery and performance of this Agreement and the Operative any Related Agreements to which it is a party by each and, subject to receipt of Parent the Requisite Stockholder Approval and regulatory approvals, to consummate the Merger Sub and the other Transactions. The execution and delivery of this Agreement and any Related Agreements to which the Company is a party and the consummation by each of Parent and Merger Sub of the Merger and the other Transactions have been duly and validly approved authorized by their respective Board of Directors and no other all necessary corporate proceedings action on the part of Parent the Company (including the unanimous approval of the Board of Directors of the Company) and no further corporate or its stockholders or Merger Sub or Parent as its sole stockholder are necessary other action is required on the part of the Company to authorize this Agreement and any Related Agreements to which the executionCompany is a party or to consummate the Merger or any other Transactions, delivery and performance other than the adoption of this Agreement or the Operative Agreements to which it is a party by each of Parent and Merger Sub and the consummation by each of Parent and Merger Sub approval of the Merger. The affirmative votes of the holders of Merger by at least a majority in voting power of (i) the then outstanding shares of Parent Common (A) Company Voting Preferred Stock at a duly convened meeting of and (B) the Stockholders of Parent (the "PARENT STOCKHOLDERS' MEETING") (i) to approve the increase in the number of authorized then outstanding shares of capital stock of Parent from 250,000,000 to 500,000,000 shares (the "PARENT AUTHORIZED STOCK INCREASE") so Series F Preferred Stock, voting separately as to permit the issuance of the shares of Parent Common Stock pursuant to the Merger a class and (ii) at least a majority in voting power of Company Capital Stock, voting as a single class and, with respect to the Series D Preferred Stock, Series E Preferred Stock, and Series G Preferred Stock, on an as converted to Class A Common Stock basis (the “Requisite Stockholder Approval”). The Requisite Stockholder Approval is the only vote of the Stockholders required under applicable Legal Requirements, Delaware Law and the Charter Documents to legally adopt this Agreement and approve the change Merger and the other Transactions. The Board of Parent's corporate name Directors of the Company has unanimously approved this Agreement, the Merger and the other Transactions, and recommended to Cryptometrics, Inc. the Stockholders to vote in favor of adoption of this Agreement and approval of the Merger and the other Transactions (the "PARENT AUTHORIZED NAME CHANGE") (the "PARENT AUTHORIZED STOCK INCREASE" and the "PARENT AUTHORIZED NAME CHANGE" are collectively referred to herein, from time to time as the "PARENT STOCKHOLDER APPROVAL") are the only votes of the holders of any class of capital stock or other security necessary in connection with the Merger“Company Recommendation”). This Agreement and each of the Operative Related Agreements to which it the Company is a party have been duly and validly executed and delivered by each of Parent the Company and Merger Sub assuming the due authorization, execution and delivery by the other parties hereto and thereto, constitute legal, the valid and binding obligations of Parent and Merger Sub the Company enforceable against each of them it in accordance with their respective terms, except as the enforceability thereof may be limited by subject to (ix) Legal Requirements of general application relating to bankruptcy, insolvency, reorganizationmoratorium, moratorium or other similar Laws affecting or relating to the relief of debtors and enforcement of creditors' ’ rights generallyin general, and (iiy) the availability rules of law governing specific performance, injunctive relief relief, other equitable remedies and other equitable remediesgeneral principles of equity (clauses (x) and (y) collectively, the “Enforceability Limitations”).

Authority and Enforceability. Each of Parent and Merger Sub The Company has full corporate all requisite power and authority to enter into this Agreement and the Operative Agreements to which it is a party, subject in the case of the issuance of shares of Parent Common Stock in the Merger to Parent Stockholder Approval and to perform its obligations hereunder and thereunder and to consummate the Merger. The execution, delivery and performance of this Agreement and the Operative any Related Agreements to which it is a party by each and, subject to receipt of Parent the Requisite Company Stockholder Approval, to consummate the Merger and Merger Sub the other Transactions. The execution and delivery of this Agreement and any Related Agreements to which the Company is a party and the consummation by each of Parent and Merger Sub of the Merger and the other Transactions have been duly and validly approved authorized by their respective Board of Directors and no other all necessary corporate proceedings action on the part of Parent the Company (including the unanimous approval of the Board of Directors of the Company (the “Requisite Company Board Approval”)) and no further corporate or its stockholders or Merger Sub or Parent as its sole stockholder are necessary other action is required on the part of the Company to authorize this Agreement and any Related Agreements to which the executionCompany is a party or to consummate the Merger or any other Transactions, delivery and performance other than the adoption of this Agreement or the Operative Agreements to which it is a party by each of Parent and Merger Sub and the consummation by each of Parent and Merger Sub approval of the Merger. The affirmative votes of the Merger by (i) holders of a majority at least 67% of the outstanding shares of Parent Company Preferred Stock, voting together as a single class and on an as converted to Company Common Stock at a duly convened meeting of the Stockholders of Parent (the "PARENT STOCKHOLDERS' MEETING") (i) to approve the increase in the number of authorized shares of capital stock of Parent from 250,000,000 to 500,000,000 shares (the "PARENT AUTHORIZED STOCK INCREASE") so as to permit the issuance of the shares of Parent Common Stock pursuant to the Merger basis, and (ii) holders of at least a majority of the voting power of the outstanding shares of Company Capital Stock, voting together as a single class and on an as converted to Company Common Stock basis (the “Requisite Company Stockholder Approval”). The Requisite Company Stockholder Approval is the only vote of the Stockholders required under applicable Legal Requirements, Delaware Law, the Charter Documents and all Contracts to which the Company is a party to legally adopt this Agreement and approve the change Merger and the other Transactions. The Board of Parent's corporate name Directors of the Company has unanimously recommended to Cryptometrics, Inc. the Stockholders to vote in favor of adoption of this Agreement and approval of the Merger and the other Transactions (the "PARENT AUTHORIZED NAME CHANGE") (the "PARENT AUTHORIZED STOCK INCREASE" and the "PARENT AUTHORIZED NAME CHANGE" are collectively referred to herein, from time to time as the "PARENT STOCKHOLDER APPROVAL") are the only votes of the holders of any class of capital stock or other security necessary in connection with the Merger“Company Recommendation”). This Agreement and each of the Operative Related Agreements to which it the Company is a party have been duly and validly executed and delivered by each of Parent the Company and Merger Sub assuming the due authorization, execution and delivery by the other parties hereto and thereto, constitute legal, the valid and binding obligations of Parent and Merger Sub the Company enforceable against each of them it in accordance with their respective terms, except as the enforceability thereof may be limited by subject to (ix) Legal Requirements of general application relating to bankruptcy, insolvency, reorganizationmoratorium, moratorium or other similar Laws affecting or relating to the relief of debtors and enforcement of creditors' ’ rights generallyin general, and (iiy) the availability rules of law governing specific performance, injunctive relief relief, other equitable remedies and other equitable remediesgeneral principles of equity (clauses (x) and (y) collectively, the “Enforceability Limitations”).

Authority and Enforceability. Each of Parent Parent, the Buyer, the Interim Merger Sub and the Post-Closing Merger Sub has full corporate the requisite power and authority to enter into this Agreement and each of the Operative Ancillary Agreements to which it is a party, subject in the case of the issuance of shares of Parent Common Stock in the Merger to Parent Stockholder Approval and to perform its obligations hereunder and thereunder and to consummate the Mergertransactions contemplated hereby and thereby. The execution, delivery and performance by each of Parent, the Buyer, the Interim Merger Sub and the Post-Closing Merger Sub of this Agreement and each of the Operative Ancillary Agreements to which it is will be a party by each of Parent and Merger Sub and the consummation by each of Parent Parent, the Buyer, the Interim Merger Sub and the Post-Closing Merger Sub of the Merger transactions contemplated hereby and thereby have been duly and validly approved authorized by their respective Board of Directors all necessary action on its part, and no other corporate proceedings action is necessary on the its part of Parent or its stockholders or Merger Sub or Parent as its sole stockholder are necessary to authorize the execution, delivery and performance of this Agreement or any Ancillary Agreement to which it will be a party or to consummate the Operative transactions contemplated hereby and thereby. This Agreement has been, and each of the Ancillary Agreements to which Parent, the Buyer, the Interim Merger Sub and the Post-Closing Merger Sub will be a party will at the Closing be, duly executed and delivered by it. Assuming due authorization, execution and delivery by the Company and each other party thereto, this Agreement constitutes, and each of the Ancillary Agreements to which it is will be a party by at the Closing will constitute, the valid and binding obligation of each of Parent and Parent, the Buyer, the Interim Merger Sub and the consummation by each of Parent and Post-Closing Merger Sub of the Merger. The affirmative votes of the holders of a majority of the outstanding shares of Parent Common Stock at a duly convened meeting of the Stockholders of Parent (the "PARENT STOCKHOLDERS' MEETING") (i) to approve the increase in the number of authorized shares of capital stock of Parent from 250,000,000 to 500,000,000 shares (the "PARENT AUTHORIZED STOCK INCREASE") so as to permit the issuance of the shares of Parent Common Stock pursuant to the Merger and (ii) to approve the change of Parent's corporate name to CryptometricsSub, Inc. (the "PARENT AUTHORIZED NAME CHANGE") (the "PARENT AUTHORIZED STOCK INCREASE" and the "PARENT AUTHORIZED NAME CHANGE" are collectively referred to herein, from time to time as the "PARENT STOCKHOLDER APPROVAL") are the only votes of the holders of any class of capital stock or other security necessary in connection with the Merger. This Agreement and the Operative Agreements to which it is a party have been duly and validly executed and delivered by each of Parent and Merger Sub and constitute legal, valid and binding obligations of Parent and Merger Sub enforceable against each of them it in accordance with their respective its terms, except as the enforceability thereof may be limited by (ia) bankruptcy, insolvency, reorganization, moratorium moratorium, fraudulent conveyance or other similar Laws affecting or relating to creditors' ’ rights generally, and (iib) the availability general principles of injunctive relief and other equitable remediesequity, whether such enforceability is considered in a proceeding in equity or at Law.

Authority and Enforceability. Each of Parent and Merger Sub (a) The Company has full corporate all requisite power and authority to enter into this Agreement and the Operative Agreements to which it is a party, subject in the case of the issuance of shares of Parent Common Stock in the Merger to Parent Stockholder Approval and to perform its obligations hereunder and thereunder and to consummate the Merger. The execution, delivery and performance of this Agreement and the Operative any Related Agreements to which it is a party by each and to consummate the transactions contemplated hereby and thereby. The execution and delivery of Parent this Agreement and Merger Sub any Related Agreements to which the Company is a party and the consummation by each of Parent and Merger Sub of the Merger transactions contemplated hereby and thereby have been duly and validly approved authorized by their respective Board of Directors and no other all necessary corporate proceedings action on the part of Parent or its stockholders or Merger Sub or Parent as its sole stockholder are necessary the Company, and other than the Company Stockholder Approval, no further corporate action is required on the part of the Company to authorize the execution, delivery and performance of this Agreement or the Operative and any Related Agreements to which it is a party by each of Parent and Merger Sub and the consummation by each of Parent transactions contemplated hereby and Merger Sub of the Mergerthereby. The affirmative votes of the holders of a majority of the outstanding shares of Parent Common Stock at a duly convened meeting of the Stockholders of Parent (the "PARENT STOCKHOLDERS' MEETING") (i) to approve the increase in the number of authorized shares of capital stock of Parent from 250,000,000 to 500,000,000 shares (the "PARENT AUTHORIZED STOCK INCREASE") so as to permit the issuance of the shares of Parent Common Stock pursuant to the Merger and (ii) to approve the change of Parent's corporate name to Cryptometrics, Inc. (the "PARENT AUTHORIZED NAME CHANGE") (the "PARENT AUTHORIZED STOCK INCREASE" and the "PARENT AUTHORIZED NAME CHANGE" are collectively referred to herein, from time to time as the "PARENT STOCKHOLDER APPROVAL") are Company Stockholder Approval is the only votes vote, approval or consent of the holders of any class or series of capital stock Company Capital Stock or any other security securities of the Company that is necessary in connection with to adopt this Agreement and each of the MergerRelated Agreements and approve the transactions contemplated hereby and thereby. This Agreement and each of the Operative Related Agreements to which it the Company is a party have been been, or, as of the Effective Time shall be, duly and validly executed and delivered by each of Parent the Company and Merger Sub assuming the due authorization, execution and delivery by the other parties hereto and thereto, constitute, or shall constitute legalwhen executed and delivered, the valid and binding obligations of Parent and Merger Sub the Company enforceable against each of them it in accordance with their respective terms, except as the enforceability thereof may be limited by subject to (iA) laws of general application relating to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or and other similar Laws affecting or laws relating to or affecting creditors' ’ rights generally, generally and (iiB) general principles of equity. The Board, by resolutions duly adopted (and not thereafter modified or rescinded) by the availability unanimous vote of injunctive relief the Board, has (x) declared that this Agreement, the Related Agreements and the transactions contemplated hereby and thereby, including the Merger, upon the terms and subject to the conditions set forth herein, are advisable, fair to and in the best interests of the Company and the Company Stockholders, (y) approved this Agreement in accordance with the provisions of the DGCL and (z) directed that the adoption of this Agreement and approval of the Merger be submitted to the Company Stockholders for consideration and recommended that all of the Company Stockholders adopt this Agreement and approve the Merger (collectively, the “Company Board Resolutions”). Other than the Company Stockholder Approval, no other equitable remediesvotes, approvals or consents on the part of the Company or any of the Company Security Holders are necessary to adopt this Agreement and approve the transactions contemplated by this Agreement, including the Merger.

Authority and Enforceability. Each of Parent Acquiror and Merger Sub MergerSub each has full all requisite corporate power and authority to enter into this Agreement and to consummate the Operative Agreements to which it is a partytransactions contemplated hereby, subject subject, in the case of consummation of the Merger, to the approval of this Agreement and the Merger by the sole stockholder of MergerSub and the approval of the Merger and the issuance of the shares of Parent Acquiror Common Stock in the Merger to Parent Stockholder Approval and to perform its obligations hereunder and thereunder and to consummate the Mergerby Acquiror's stockholders. The execution, execution and delivery and performance of this Agreement and the Operative Agreements to which it is a party by each of Parent and Merger Sub and the consummation by each of Parent Acquiror and Merger Sub MergerSub of the Merger transactions contemplated hereby have been duly and validly approved authorized by their respective Board of Directors and no other all necessary corporate proceedings action on the part of Parent or its stockholders or Merger Sub or Parent as its sole stockholder are necessary Acquiror and MergerSub, subject only to authorize the execution, delivery and performance approval of this Agreement or the Operative Agreements to which it is a party by each of Parent and Merger Sub and the consummation Merger by each the sole stockholder of Parent MergerSub and Merger Sub the approval of the MergerMerger and the issuance of the shares of Acquiror Common Stock in the Merger by Acquiror's stockholders, and the filing of the Certificate of Merger pursuant to Delaware Law. The affirmative votes vote of the holders of a majority of the outstanding shares of Parent Acquiror Common Stock, voting at the Acquiror Stockholders' Meeting (as defined in Section 2.25), is the only vote of the holders of any of Acquiror's capital stock necessary to approve the issuance of the shares of Acquiror Common Stock at a duly convened meeting of in the Stockholders of Parent (the "PARENT STOCKHOLDERS' MEETING") (i) to approve Merger, the increase in the number of authorized shares of capital stock of Parent from 250,000,000 to 500,000,000 shares (the "PARENT AUTHORIZED STOCK INCREASE") so as to permit the issuance of the shares of Parent Acquiror Common Stock pursuant to the Merger and (ii) to approve the change of Parentreserved for issuance under Acquiror's corporate name to Cryptometrics, Inc. (the "PARENT AUTHORIZED NAME CHANGE") (the "PARENT AUTHORIZED STOCK INCREASE" stock option plans and the "PARENT AUTHORIZED NAME CHANGE" are collectively referred to herein, from time to time as the "PARENT STOCKHOLDER APPROVAL") are the only votes of the holders of any class of capital stock or other security necessary in connection with the Mergertransactions contemplated hereby. This Agreement and the Operative Agreements to which it is a party have has been duly and validly executed and delivered by each of Parent Acquiror and Merger Sub MergerSub and, assuming due authorization, execution and constitute legaldelivery by Target, constitutes the valid and binding obligations obligation of Parent Acquiror and Merger Sub MergerSub enforceable against each of them Acquiror and MergerSub in accordance with their respective its terms, except as the enforceability enforcement thereof may be limited by (ia) bankruptcy, insolvency, reorganization, moratorium or other and similar Laws laws, both state and federal, affecting or relating to the enforcement of creditors' rights generally, and or remedies in general as from time to time in effect or (iib) the availability exercise by courts of injunctive relief and other equitable remediesequity powers.

Authority and Enforceability. Each of Parent and Merger Sub The Company has full corporate all requisite power and authority to enter into this Agreement and the Operative Agreements to which it is a party, subject in the case of the issuance of shares of Parent Common Stock in the Merger to Parent Stockholder Approval and to perform its obligations hereunder and thereunder and to consummate the Merger. The execution, delivery and performance of this Agreement and the Operative any Related Agreements to which it is a party by each and, subject to receipt of Parent the Requisite Stockholder Approval, to consummate the Merger and Merger Sub the other Transactions. The execution and delivery of this Agreement and any Related Agreements to which the Company is a party and the consummation by each of Parent and Merger Sub of the Merger and the other Transactions have been duly and validly approved authorized by their respective Board of Directors and no other all necessary corporate proceedings action on the part of Parent the Company (including the unanimous approval of the Board of Directors of the Company (the “Requisite Board Approval”)) and no further corporate or its stockholders or Merger Sub or Parent as its sole stockholder are necessary other action is required on the part of the Company to authorize this Agreement and any Related Agreements to which the executionCompany is a party or to consummate the Merger or any other Transactions, delivery and performance other than the adoption of this Agreement or the Operative Agreements to which it is a party by each of Parent and Merger Sub and the consummation by each of Parent and Merger Sub approval of the Merger. The affirmative votes Merger by the Stockholders of the holders of Company who hold (a) at least a majority of the voting power of the outstanding shares of Parent Company Capital Stock, voting together as a single class on an as converted into Company Common Stock basis, (b) at least a duly convened meeting majority of the voting -6- power of the Company Common Stock, voting together as a single class, and (c) at least a majority of the voting power of the outstanding shares of Company Preferred Stock, voting together as a single class (clauses (a), (b) and (c), collectively, the “Requisite Stockholder Approval”). The Requisite Stockholder Approval is the only vote of the Stockholders of Parent (required under applicable Legal Requirements, Delaware Law, the "PARENT STOCKHOLDERS' MEETING") (i) CGCL, the Charter Documents and all Contracts to which the Company is a party to legally adopt this Agreement and approve the increase in the number of authorized shares of capital stock of Parent from 250,000,000 to 500,000,000 shares (the "PARENT AUTHORIZED STOCK INCREASE") so as to permit the issuance of the shares of Parent Common Stock pursuant to the Merger and (ii) the other Transactions. The Board of Directors of the Company has unanimously approved this Agreement, the Merger and the other Transactions, and recommended to approve the change Stockholders to vote in favor of Parent's corporate name to Cryptometrics, Inc. adoption of this Agreement and approval of the Merger and the other Transactions (the "PARENT AUTHORIZED NAME CHANGE") (the "PARENT AUTHORIZED STOCK INCREASE" and the "PARENT AUTHORIZED NAME CHANGE" are collectively referred to herein, from time to time as the "PARENT STOCKHOLDER APPROVAL") are the only votes of the holders of any class of capital stock or other security necessary in connection with the Merger“Company Recommendation”). This Agreement and each of the Operative Related Agreements to which it the Company is a party have been duly and validly executed and delivered by each of Parent the Company and Merger Sub assuming the due authorization, execution and delivery by the other parties hereto and thereto, constitute legal, the valid and binding obligations of Parent and Merger Sub the Company enforceable against each of them it in accordance with their respective terms, except as the enforceability thereof may be limited by subject to (ix) Legal Requirements of general application relating to bankruptcy, insolvency, reorganizationmoratorium, moratorium or other similar Laws affecting or relating to the relief of debtors and enforcement of creditors' ’ rights generallyin general, and (iiy) the availability rules of law governing specific performance, injunctive relief relief, other equitable remedies and other equitable remediesgeneral principles of equity (clauses (x) and (y) collectively, the “Enforceability Limitations”).

Authority and Enforceability. Each of Parent and Merger Sub has full corporate power and authority to enter into this Agreement and the Operative Agreements to which it is a party, subject in the case of the issuance of shares of Parent Common Stock in the Merger to Parent Stockholder Approval and to perform its obligations hereunder and thereunder and to consummate the Merger. The execution, delivery and performance of this Agreement and the Operative Agreements to which it is a party by each of Parent and Merger Sub and the consummation by each of Parent and Merger Sub of the Merger have been duly and validly approved by their respective Board of Directors and no other corporate proceedings on the part of Parent or its stockholders or Merger Sub or Parent as its sole stockholder are necessary to authorize the execution, delivery and performance of this Agreement or the Operative Agreements to which it is a party by each of Parent and Merger Sub and the consummation by each of Parent and Merger Sub of the Merger. The affirmative votes of the holders of a majority of the outstanding shares of Parent Common Stock at a duly convened meeting of the Stockholders of Parent (the "PARENT STOCKHOLDERS' MEETING") (i) to approve the increase in the number of authorized shares of capital stock of Parent from 250,000,000 to 500,000,000 shares (the "PARENT AUTHORIZED STOCK INCREASE") so as to permit the issuance of the shares of Parent Common Stock pursuant to the Merger and (ii) to approve the change of Parent's corporate name to Cryptometrics, Inc. (the "PARENT AUTHORIZED NAME CHANGE") (the "PARENT AUTHORIZED STOCK INCREASE" and the "PARENT AUTHORIZED NAME CHANGE" are collectively referred to herein, from time to time as the "PARENT STOCKHOLDER APPROVAL") are the only votes of the holders of any class of capital stock or other security necessary in connection with the Merger. This Agreement and the Operative Agreements to which it is a party have been duly Existing Lease Documents constitute, and validly executed and delivered by each of Parent the other Seller Documents, Lease Documents and Merger Sub the Future Financing Documents, as of the date of the execution and constitute delivery thereof shall constitute, the legal, valid and binding obligations of Parent and Merger Sub the Seller and/or the Single Purpose Entities to the extent that any of the same is a party thereto, enforceable against each of them in accordance with their respective terms, except covenants and conditions. There are no claims, defenses (personal or otherwise) or offsets to the validity or enforceability against the Seller or any of the Single Purpose Entities under this Agreement, any of the other Seller Documents, any of the Lease Documents or any of the Future Financing Documents. Neither the Seller, the Single Purpose Entities nor any other Person with any interest in the Property (or any portion thereof) has granted to any Person other than the Buyer a right of first refusal, option to purchase, or other right to purchase all or any part of the Property other than (a) the applicable lessee's option to purchase certain portions of the Property under the Lease Documents, (b) the Seller's right to acquire the Blue Xxxx Property under the Blue Xxxx Purchase Agreement, (c) the Seller's right to acquire the Richmond Property under the Richmond Purchase Agreement, (d) the Seller's right to acquire the Xxxxxxxxxx Property under the Xxxxxxxxxx Purchase Agreement and (e) the Seller's right to acquire the West Bloomfield Hills Property under the West Bloomfield Hills Purchase Agreement. The Seller has full power and authority to execute and deliver this Agreement and to perform all of the Seller's obligations arising hereunder. The General Partner has full power and authority to execute and deliver this Agreement and the other Seller Documents (to which the Seller is a party), as the enforceability thereof may be limited sole general partner of the Seller. As of the applicable Closing Date involving the acquisition of all of the equity interests in any Single Purpose Entity by the Buyer pursuant to this Agreement, (ix) bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting or relating such Single Purpose Entity shall have full power and authority to creditors' rights generally, execute and deliver the Seller Documents to which it is a party and (iiy) the availability Lease Documents or the Future Financing Documents to which such Single Purpose Entity is a party shall constitute the legal, valid and binding obligations of injunctive relief and other equitable remediessuch Single Purpose Entity.

Authority and Enforceability. Each of Parent and Merger Sub The Company has full all requisite corporate power and authority to enter into this Agreement and the Operative Agreements to which it is a party, subject in the case of the issuance of shares of Parent Common Stock in the Merger to Parent Stockholder Approval and to perform its obligations hereunder and thereunder and to consummate the Merger. The execution, delivery and performance of this Agreement and the Operative any Related Agreements to which it is a party by each and, subject to receipt of Parent the Requisite Stockholder Approval, to consummate the First Merger and Merger Sub the other Transactions. The execution and delivery of this Agreement and any Related Agreements to which the Company is a party and the consummation by each of Parent and Merger Sub of the Merger Mergers and the other Transactions have been duly and validly approved authorized by their respective Board of Directors and no other all necessary corporate proceedings action on the part of Parent or its stockholders or Merger Sub or Parent as its sole stockholder are necessary the Company (including the unanimous approval of the Board of Directors of the Company) and no further corporate action is required on the part of the Company to authorize this Agreement and any Related Agreements to which the executionCompany is a party or to consummate the Mergers or any other Transactions, delivery and performance other than the adoption of this Agreement or the Operative Agreements to which it is a party by each of Parent and Merger Sub and the consummation by each of Parent and Merger Sub approval of the Merger. The affirmative votes Mergers by the Stockholders of the holders of Company who hold a majority of the voting power of the outstanding shares of Parent Common Company Capital Stock at a duly convened meeting the “Requisite Stockholder Approval”). The Requisite Stockholder Approval is the only vote of the Stockholders required under applicable Legal Requirements, Delaware Law, the Charter Documents and all Contracts to which the Company is a party to legally adopt this Agreement and approve the Mergers and the other Transactions. The Board of Parent Directors of the Company has approved this Agreement, the Mergers and the other Transactions, and recommended to the Stockholders to vote in favor of adoption of this Agreement and approval of the Mergers and the other Transactions (the "PARENT STOCKHOLDERS' MEETING") (i) to approve the increase in the number of authorized shares of capital stock of Parent from 250,000,000 to 500,000,000 shares (the "PARENT AUTHORIZED STOCK INCREASE") so as to permit the issuance of the shares of Parent Common Stock pursuant to the Merger and (ii) to approve the change of Parent's corporate name to Cryptometrics, Inc. (the "PARENT AUTHORIZED NAME CHANGE") (the "PARENT AUTHORIZED STOCK INCREASE" and the "PARENT AUTHORIZED NAME CHANGE" are collectively referred to herein, from time to time as the "PARENT STOCKHOLDER APPROVAL") are the only votes of the holders of any class of capital stock or other security necessary in connection with the Merger“Company Recommendation”). This Agreement and each of the Operative Related Agreements to which it the Company is a party have been or will be duly and validly executed and delivered by each of Parent the Company and Merger Sub assuming the due authorization, execution and delivery by the other parties hereto and thereto, constitute legalor will, when executed, constitute the valid and binding obligations of Parent and Merger Sub the Company enforceable against each of them it in accordance with their respective terms, except as the enforceability thereof may be limited by subject to (ix) Legal Requirements of general application relating to bankruptcy, insolvency, reorganizationmoratorium, moratorium or other similar Laws affecting or relating to the relief of debtors and enforcement of creditors' ’ rights generallyin general, and (iiy) the availability rules of law governing specific performance, injunctive relief relief, other equitable remedies and other equitable remediesgeneral principles of equity (clauses (x) and (y) collectively, the “Enforceability Limitations”).

Authority and Enforceability. Each of Parent and Merger Sub The Company has full all requisite corporate power and authority to enter into into, execute and deliver this Agreement and the Operative Company Related Agreements to which it is a party, subject in the case of the issuance of shares of Parent Common Stock in the Merger to Parent Stockholder Approval and to perform its obligations hereunder and thereunder thereunder, and to consummate the MergerMerger and the other transactions contemplated hereby and thereby. The execution, entry into and execution and delivery and performance of this Agreement and the Operative Company Related Agreements to which it the Company is a party by each party, the performance of Parent the obligations hereunder and Merger Sub thereunder, and the consummation by each of Parent and Merger Sub of the Merger and the other transactions contemplated hereby and thereby, have been duly and validly approved authorized by their respective Board of Directors and no other all necessary corporate proceedings action on the part of Parent or its stockholders or Merger Sub or Parent as its sole stockholder are necessary the Company, and no further action is required on the part of the Company to authorize the executionAgreement and the Company Related Agreements to which the Company is a party and the transactions contemplated hereby and thereby, delivery subject only to receipt of the Required Stockholder Approval. The Required Stockholder Approval is the only vote or consent of Company Securityholders required to adopt this Agreement and performance approve the Merger, the Certificate Amendment, and the other transactions contemplated hereby and by the Company Related Agreements to which the Company is a party under applicable Legal Requirements, the Charter Documents, the Subsidiary Charter Documents and any other Contract to which the Company or any Company Subsidiary is a party. The Company Board has (a) unanimously resolved that the Merger and the Certificate Amendment are advisable and in the best interests of the Company and its stockholders, (b) unanimously approved this Agreement and the Merger and the Certificate Amendment, (c) directed that the adoption of this Agreement or the Operative Agreements to which it is a party by each and approval of Parent and Merger Sub and the consummation by each of Parent and Merger Sub of the Merger. The affirmative votes of the holders of a majority of the outstanding shares of Parent Common Stock at a duly convened meeting of the Stockholders of Parent (the "PARENT STOCKHOLDERS' MEETING") (i) to approve the increase in the number of authorized shares of capital stock of Parent from 250,000,000 to 500,000,000 shares (the "PARENT AUTHORIZED STOCK INCREASE") so as to permit the issuance of the shares of Parent Common Stock pursuant to the Merger and the Certificate Amendment be submitted to the Company Stockholders for consideration, and (iid) to unanimously recommended that all of the Company Stockholders adopt this Agreement and approve the change of Parent's corporate name to Cryptometrics, Inc. (the "PARENT AUTHORIZED NAME CHANGE") (the "PARENT AUTHORIZED STOCK INCREASE" Merger and the "PARENT AUTHORIZED NAME CHANGE" are collectively referred to herein, from time to time as Certificate Amendment and the "PARENT STOCKHOLDER APPROVAL") are other matters set forth in the only votes Stockholder Written Consent and not exercise their dissenters’ or appraisal rights under the applicable provisions of the holders of any class of capital stock or other security necessary Delaware Law in connection with the Merger. This Agreement and the Operative Agreements to which it is a party have each Company Related Agreement has been duly and validly executed and delivered by each of Parent the Company and Merger Sub and constitute legal, constitutes the valid and binding obligations obligation of Parent and Merger Sub the Company enforceable against each of them the Company in accordance with their respective its terms, except as subject only to the enforceability thereof may be limited by effect, if any, of (i) bankruptcy, insolvency, reorganization, moratorium or applicable bankruptcy and other similar Laws Legal Requirements affecting or relating to creditors' the rights generally, of creditors generally and (ii) the availability of Legal Requirements governing specific performance, injunctive relief and other equitable remedies.

Authority and Enforceability. Each of Parent and the Merger Sub Subs has full all requisite corporate or limited liability company, as applicable, power and authority to enter into this Agreement and the Operative Agreements to which it is a party, subject in the case of the issuance of shares of Parent Common Stock in the Merger to Parent Stockholder Approval and to perform its obligations hereunder and thereunder and to consummate the Merger. The execution, delivery and performance of this Agreement and the Operative any Related Agreements to which it is a party and to consummate the Mergers and the other Transactions. The execution and delivery by each of Parent and Merger Sub and the consummation by each of Parent and Merger Sub of the Merger have been duly and validly approved by their respective Board of Directors and no other corporate proceedings on the part of Parent or its stockholders or Merger Sub or Parent as its sole stockholder are necessary to authorize the execution, delivery and performance Subs of this Agreement or the Operative and any Related Agreements to which it is a party and the consummation of the Mergers and the other Transactions have been duly authorized by each all necessary corporate, limited liability company and other action on the part of Parent and the Merger Subs and no further corporate or limited liability company action is required on the part of Parent or the Merger Subs (or their respective equityholders) to authorize the Parent’s and the Merger Subs’ entry into this Agreement and any Related Agreements to which Parent or the Merger Subs is a party or the consummation of the Mergers or any other Transactions by Parent and the Merger Subs, other than the Parent Stockholder Approval of the Parent Stock Issuance and other Transactions under this Agreement requiring Parent Stockholder Approval. The boards of directors of Parent and Merger Sub I, and the consummation by each Manager of Merger Sub II, have unanimously approved this Agreement, the Mergers and the other Transactions and determined that the Transactions are in the best interests of Parent and Merger Sub of the Merger. The affirmative votes of its stockholders, and approved resolutions recommending that the holders of a majority of the outstanding shares of Parent Common Stock at a duly convened meeting of the Stockholders of Parent (the "PARENT STOCKHOLDERS' MEETING") (i) to approve the increase in the number of authorized shares of capital stock of Parent from 250,000,000 to 500,000,000 shares (the "PARENT AUTHORIZED STOCK INCREASE") so as to permit the issuance of the shares of Parent Common Stock pursuant to the Merger and (ii) to approve the change of Parent's corporate name to Cryptometrics, Inc. (the "PARENT AUTHORIZED NAME CHANGE") (the "PARENT AUTHORIZED STOCK INCREASE" and the "PARENT AUTHORIZED NAME CHANGE" are collectively referred to herein, from time to time as the "PARENT STOCKHOLDER APPROVAL") are the only votes of the holders of any class of capital stock or other security necessary in connection with the MergerIssuance. This Agreement and the Operative any Related Agreements to which it is Parent and/or the Merger Subs are a party have been duly and validly been, or when executed and delivered by each of Parent and/or the Merger Subs, as applicable, will be, duly executed and delivered by Parent and the Merger Sub Subs and constitute legalconstitute, or when executed and delivered will constitute, the valid and binding obligations of Parent and the Merger Sub Subs, enforceable against each of them Parent and the Merger Subs in accordance with their respective terms, except as subject to the enforceability thereof may be limited by (i) bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting or relating to creditors' rights generally, and (ii) the availability of injunctive relief and other equitable remediesEnforceability Limitations.

Authority and Enforceability. Each of Parent the Seller and Merger Sub the Company has full corporate the requisite power and authority to enter into this Agreement and the Operative Agreements to which it is a party, subject in the case of the issuance of shares of Parent Common Stock in the Merger to Parent Stockholder Approval and to perform its obligations hereunder and thereunder and to consummate the Mergertransactions contemplated hereby. The executionEach of the Seller, delivery the Company and performance of this their respective Affiliates has the requisite power and authority to enter into the Ancillary Agreement and the Operative Agreements to which it is a party and to consummate the transactions contemplated thereby. The execution and delivery by each of Parent the Seller and Merger Sub the Company of this Agreement and each of the Company, the Seller and their respective Affiliates of each Ancillary Agreement to which the Seller, the Company or their respective Affiliates is a party, and the consummation by each of Parent and Merger Sub of the Merger transactions contemplated hereby and thereby, have been duly and validly approved authorized by their respective Board of Directors and no other corporate proceedings all necessary entity action on the part of Parent or its stockholders or Merger Sub or Parent the Seller, the Company and their respective Affiliates, as its sole stockholder are necessary to authorize the execution, delivery and performance of this Agreement or the Operative Agreements to which it is a party by each of Parent and Merger Sub and the consummation by each of Parent and Merger Sub of the Merger. The affirmative votes of the holders of a majority of the outstanding shares of Parent Common Stock at a duly convened meeting of the Stockholders of Parent (the "PARENT STOCKHOLDERS' MEETING") (i) to approve the increase in the number of authorized shares of capital stock of Parent from 250,000,000 to 500,000,000 shares (the "PARENT AUTHORIZED STOCK INCREASE") so as to permit the issuance of the shares of Parent Common Stock pursuant to the Merger and (ii) to approve the change of Parent's corporate name to Cryptometrics, Inc. (the "PARENT AUTHORIZED NAME CHANGE") (the "PARENT AUTHORIZED STOCK INCREASE" and the "PARENT AUTHORIZED NAME CHANGE" are collectively referred to herein, from time to time as the "PARENT STOCKHOLDER APPROVAL") are the only votes of the holders of any class of capital stock or other security necessary in connection with the Mergerapplicable. This Agreement and the Operative Agreements to which it is a party have has been duly and validly executed and delivered by each of Parent the Seller and Merger Sub the Company and, assuming the due authorization, execution and constitute delivery hereof by each of the other parties hereto, this Agreement constitutes legal, valid and binding obligations of Parent the Seller and Merger Sub the Company, enforceable against the Seller and the Company in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency and similar Laws and for the availability of injunctive relief and other equitable remedies. Upon execution, the Ancillary Agreements will be, duly executed and delivered by each of them the Seller, the Company and their respective Affiliates that are party thereto and, assuming the due authorization, execution and delivery thereof by each of the other parties thereto, upon execution the Ancillary Agreements will constitute, legal, valid and binding obligations of the Seller, the Company and each of their respective Affiliates, enforceable against the Seller, the Company and each of their respective Affiliates in accordance with their respective terms, except as the such enforceability thereof may be limited by (i) bankruptcy, insolvency, reorganization, moratorium or other insolvency and similar Laws affecting or relating to creditors' rights generally, and (ii) for the availability of injunctive relief and other equitable remedies.

Authority and Enforceability. (a) Each of Parent and Merger Sub has full all requisite corporate or other legal power and authority authority, as applicable, to enter into this Agreement and the Operative Agreements to which it is a party, subject in the case of the issuance of shares of Parent Common Stock in the Merger to Parent Stockholder Approval and to perform its obligations hereunder and thereunder and to consummate the Merger. The execution, delivery and performance of this Agreement and the Operative any Related Agreements to which it is a party by each of Parent and Merger Sub to consummate the transactions contemplated hereby and the consummation thereby. The execution and delivery by each of Parent and Merger Sub of the Merger have been duly and validly approved by their respective Board of Directors and no other corporate proceedings on the part of Parent or its stockholders or Merger Sub or Parent as its sole stockholder are necessary to authorize the execution, delivery and performance of this Agreement or the Operative and any Related Agreements to which it is a party and the consummation of the transactions contemplated hereby and thereby have been duly authorized by each all necessary corporate action on the part of Parent and Merger Sub and no further corporate action is required on the consummation by each part of such Person to authorize this Agreement and any Related Agreements to which such Person is a party and the transactions contemplated hereby and thereby, other than the Merger Sub Stockholder Approvals and the filing of the Certificate of Merger pursuant to the DGCL. This Agreement and any Related Agreements to which any of Parent and Merger Sub of the Merger. The affirmative votes of the holders of a majority of the outstanding shares of Parent Common Stock at a duly convened meeting of the Stockholders of Parent (the "PARENT STOCKHOLDERS' MEETING") (i) to approve the increase in the number of authorized shares of capital stock of Parent from 250,000,000 to 500,000,000 shares (the "PARENT AUTHORIZED STOCK INCREASE") so as to permit the issuance of the shares of Parent Common Stock pursuant to the Merger and (ii) to approve the change of Parent's corporate name to Cryptometrics, Inc. (the "PARENT AUTHORIZED NAME CHANGE") (the "PARENT AUTHORIZED STOCK INCREASE" and the "PARENT AUTHORIZED NAME CHANGE" are collectively referred to herein, from time to time as the "PARENT STOCKHOLDER APPROVAL") are the only votes of the holders of any class of capital stock or other security necessary in connection with the Merger. This Agreement and the Operative Agreements to which it is a party have been been, or as of the Effective Time, shall be, duly and validly executed and delivered by each of Parent Xxxxxx and Merger Sub Sub, as the case may be, and, assuming the due authorization, execution and delivery by the other parties hereto and thereto constitute, or shall constitute legalwhen executed and delivered, the valid and binding obligations of Parent and Merger Sub Sub, as the case may be, enforceable against each of them Parent and Merger Sub, as the case may be, in accordance with their respective terms, except as the enforceability thereof may be limited by subject to (ia) Laws of general application relating to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or and other similar Laws affecting or laws relating to or affecting creditors' ’ rights generally; and (b) general principles of equity. The boards of directors of each of Parent and Xxxxxx Sub have, by resolutions duly adopted by written consent or at a meeting of all directors of each of Parent and Merger Sub (and not thereafter modified or rescinded) have approved this Agreement, the Related Agreements, and the transaction contemplated hereby, including the Merger, in accordance with the provisions of the DGCL (ii) the availability “Parent Board Resolutions”). No consent is required by the stockholders of injunctive relief Parent to adopt this Agreement and other equitable remediesapprove the Merger under the DGCL. The affirmative vote of Parent as the sole stockholder of Merger Sub is the only vote of the stockholders of Merger Sub necessary to adopt this Agreement and approve the Merger under the DGCL (the “Merger Sub Stockholder Approval”).

Authority and Enforceability. Each of Parent and Merger Sub The Company has full corporate all requisite power and authority to enter into this Agreement and the Operative Agreements to which it is a party, subject in the case of the issuance of shares of Parent Common Stock in the Merger to Parent Stockholder Approval and to perform its obligations hereunder and thereunder and to consummate the Merger. The execution, delivery and performance of this Agreement and the Operative any Related Agreements to which it is a party by each and, subject to receipt of Parent the Requisite Company Stockholder Approval, to consummate the Merger and Merger Sub the other Transactions. The execution and delivery of this Agreement and any Related Agreements to which the Company is a party and the consummation by each of Parent and Merger Sub of the Merger and the other Transactions have been duly and validly approved authorized by their respective Board of Directors and no other all necessary corporate proceedings action on the part of Parent the Company (including the unanimous approval of the Board of Directors of the Company (the "Requisite Company Board Approval")) and no further corporate or its stockholders or Merger Sub or Parent as its sole stockholder are necessary other action is required on the part of the Company to authorize this Agreement and any Related Agreements to which the executionCompany is a party or to consummate the Merger or any other Transactions, delivery and performance other than the adoption of this Agreement or the Operative Agreements to which it is a party by each of Parent and Merger Sub and the consummation by each of Parent and Merger Sub approval of the Merger. The affirmative votes Merger by the Stockholders of the holders of Company who hold at least a majority of the voting power of the outstanding shares of Parent Company Capital Stock, voting together as a single class on an as converted into Company Common Stock at basis, and a duly convened meeting majority of each series and of each class of the Company's stock voting separately (the "Requisite Company Stockholder Approval"). The Requisite Company Stockholder Approval is the only vote of the Stockholders required under applicable Legal Requirements, Delaware Law, the Charter Documents and all Contracts to which the Company is a party to legally adopt this Agreement and approve the Merger and the other Transactions. The Board of Parent Directors of the Company has unanimously recommended to the Stockholders to vote in favor of adoption of this Agreement and approval of the Merger and the other Transactions (the "PARENT STOCKHOLDERS' MEETINGCompany Recommendation") (i) to approve the increase in the number of authorized shares of capital stock of Parent from 250,000,000 to 500,000,000 shares (the "PARENT AUTHORIZED STOCK INCREASE") so as to permit the issuance of the shares of Parent Common Stock pursuant to the Merger and (ii) to approve the change of Parent's corporate name to Cryptometrics, Inc. (the "PARENT AUTHORIZED NAME CHANGE") (the "PARENT AUTHORIZED STOCK INCREASE" and the "PARENT AUTHORIZED NAME CHANGE" are collectively referred to herein, from time to time as the "PARENT STOCKHOLDER APPROVAL") are the only votes of the holders of any class of capital stock or other security necessary in connection with the Merger). This Agreement and each of the Operative Related Agreements to which it the Company is a party have been duly and validly executed and delivered by each of Parent the Company and Merger Sub assuming the due authorization, execution and delivery by the other parties hereto and thereto, constitute legal, the valid and binding obligations of Parent and Merger Sub the Company enforceable against each of them it in accordance with their respective terms, except as the enforceability thereof may be limited by subject to (ix) Legal Requirements of general application relating to bankruptcy, insolvency, reorganizationmoratorium, moratorium or other similar Laws affecting or relating to the relief of debtors and enforcement of creditors' rights generallyin general, and (iiy) the availability rules of law governing specific performance, injunctive relief relief, other equitable remedies and other equitable remediesgeneral principles of equity (clauses (x) and (y) collectively, the "Enforceability Limitations").