Common use of Power, Authorization and Validity Clause in Contracts

Power, Authorization and Validity. (a) The Company has all requisite legal and corporate power and authority to enter into and perform its obligations under this Agreement and each other agreement and instrument to be executed by the Company pursuant to this Agreement (including the Milestone Bonus Agreements) (collectively, the “Ancillary Agreements”), and, subject to the receipt of the Company Merger Consent (as defined herein), to consummate the transactions contemplated hereby and thereby. (b) The Company Merger Consent is sufficient for the holders of Company Capital Stock to adopt this Agreement, and no other corporate proceedings by the Company are necessary to authorize this Agreement or to consummate the Merger and the other transactions contemplated hereby (other than (i) such corporate proceedings that have been completed prior to the execution and delivery of this Agreement, and (ii) the filing and recordation of the Certificate of Merger and such other documents as required in accordance with the provisions of the DGCL). The Board of Directors of the Company has, as of the date hereof, (i) declared that the Merger and the other transactions contemplated by this Agreement are advisable and in the best interests of the Company and its stockholders, (ii) approved this Agreement in accordance with the provisions of the DGCL, (iii) directed that this Agreement and the Merger be submitted to the stockholders of the Company for their adoption and approval by written consent and (iv) resolved to recommend that the stockholders of the Company vote in favor of the adoption of this Agreement and the approval of the Merger. (c) This Agreement and the Ancillary Agreements have been or will be duly executed and delivered by the Company and constitute valid and binding obligations of the Company, enforceable in accordance with their respective terms subject to the effect, if any, of applicable bankruptcy, reorganization, insolvency, moratorium and other laws affecting creditors’ rights generally from time to time in effect and to general equitable principles. (d) No consent, approval, order or authorization of, or registration, declaration or filing with, any court, administrative agency or commission or other governmental authority or instrumentality (a “Governmental Entity”), is required by or with respect to the Company in connection with the execution and delivery of this Agreement or any Ancillary Agreement or the consummation of the transactions contemplated hereby or thereby except for (i) the filing of the Certificate of Merger with the Secretary of State of Delaware or (ii) such consents, waivers, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal and state securities laws.

Power, Authorization and Validity. (a) 2.2.1 The Company and each Shareholder has all requisite the right, power, legal and corporate power capacity and authority to enter into and perform its obligations under this Agreement Agreement, and all agreements to which the Company and each other agreement and instrument Shareholder is or will be a party that are required to be executed by the Company pursuant to this Agreement (including the Milestone Bonus Agreements) (collectively, the “"Ancillary Agreements”), and, subject to the receipt of the Company Merger Consent (as defined herein), to consummate the transactions contemplated hereby and thereby. (b) The Company Merger Consent is sufficient for the holders of Company Capital Stock to adopt this Agreement, and no other corporate proceedings by the Company are necessary to authorize this Agreement or to consummate the Merger and the other transactions contemplated hereby (other than (i) such corporate proceedings that have been completed prior to the execution and delivery of this Agreement, and (ii) the filing and recordation of the Certificate of Merger and such other documents as required in accordance with the provisions of the DGCL"). The Board of Directors of the Company hasexecution, as of the date hereof, (i) declared that the Merger delivery and the other transactions contemplated by this Agreement are advisable and in the best interests of the Company and its stockholders, (ii) approved this Agreement in accordance with the provisions of the DGCL, (iii) directed that this Agreement and the Merger be submitted to the stockholders of the Company for their adoption and approval by written consent and (iv) resolved to recommend that the stockholders of the Company vote in favor of the adoption performance of this Agreement and the approval of the Merger. (c) This Agreement and the Ancillary Agreements have been duly and validly approved and authorized by the Company's Board of Directors. The execution, delivery and performance of this Agreement and the Ancillary Agreements by the Levy Trust has been duly and validly approved and authorized as required by law and its governing trust instrument. No vote of the shareholders of the Company is required by the Articles of Incorporation, bylaws, other governing documents of the Company or will applicable law with respect to the due authorization and approval of this Agreement, the Ancillary Agreements or the transactions contemplated hereby or thereby. Each Shareholder is an "accredited investor" as such term is defined in Rule 501 promulgated under the Securities Act of 1933, as amended (the "Securities Act"). 2.2.2 No filing, authorization or approval, governmental or otherwise, is necessary to enable the Company or the Shareholders to enter into, and to perform their respective obligations under, this Agreement and the Ancillary Agreements, except for such qualifications and filings as may be duly required to comply with federal and state securities laws as may be required in connection with the transactions contemplated by this Agreement. All such qualifications and filings will, in the case of qualifications, be effective on the Closing, and will, in the case of filings, be made within the time prescribed by applicable law. 2.2.3 This Agreement and the Ancillary Agreements are, or when executed and delivered by the Company and constitute the Shareholders will be, valid and binding obligations of the Company, Company and the Shareholders enforceable against the Company and the Shareholders in accordance with their respective terms subject terms, except as to the effect, if any, of (a) applicable bankruptcy, reorganization, insolvency, moratorium bankruptcy and other similar laws affecting creditors’ the rights generally from time to time in effect of creditors generally, (b) rules of law governing specific performance, injunctive relief and to general other equitable principles. remedies and (dc) No consent, approval, order or authorization of, or registration, declaration or filing with, any court, administrative agency or commission or other governmental authority or instrumentality (a “Governmental Entity”), is required by or with respect to the Company enforceability of provisions requiring indemnification in connection with the execution and delivery offering, issuance or sale of this Agreement or any Ancillary Agreement or the consummation of the transactions contemplated hereby or thereby except for (i) the filing of the Certificate of Merger with the Secretary of State of Delaware or (ii) such consents, waivers, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal and state securities lawssecurities.

Power, Authorization and Validity. (a) The Company has all requisite legal and corporate the right, power and authority to enter into and perform its obligations under this Agreement and each other agreement all Company Ancillary Agreements. The execution, delivery and instrument to be executed by performance of this Agreement and the Company pursuant to Ancillary Agreements, and the Merger, have been duly and validly approved and authorized by Company, and this Agreement has been duly executed and delivered by Company. The affirmative votes of the holders of (including i) a majority of the Milestone Bonus Agreementsshares of Company Common Stock that are issued and outstanding (voting as a separate class), (ii) a majority of the shares of Company Common Stock and Company Preferred Stock that are issued and outstanding (voting together as a single class on an as-converted to Company Common Stock basis), (iii) a majority of the shares of Company Series D Preferred Stock that are issued and outstanding (voting as a separate class on an as-converted to Company Common Stock basis) and (iv) a majority of the shares of Company Preferred Stock that are issued and outstanding (voting together as a single class on an as-converted to Company Common Stock basis) (collectively, the “Ancillary AgreementsRequisite Votes”), and, subject to ) are the receipt only votes of the Company Merger Consent (as defined herein)Stockholders necessary under all Applicable Laws and the Company Charter Documents to approve the Merger, to consummate the this Agreement and, if required, each Company Ancillary Agreement and all other agreements, transactions and actions contemplated hereby and thereby. (b) The No filing, authorization, consent, approval, permit, order, registration or declaration from any United States Governmental Authority is necessary to enable Company Merger Consent is sufficient for the holders of Company Capital Stock to adopt this Agreemententer into, and no other corporate proceedings by the Company are necessary to authorize perform its obligations under, this Agreement or to consummate the Merger and the other transactions contemplated hereby (other than (i) such corporate proceedings that have been completed prior to the execution and delivery of this AgreementCompany Ancillary Agreements, and (ii) except for the filing and recordation of the Certificate of Merger and such other documents as required in accordance with the provisions State of the DGCL). The Board Delaware Secretary of Directors of the Company has, as of the date hereof, (i) declared that the Merger and the other transactions contemplated by this Agreement are advisable and in the best interests of the Company and its stockholders, (ii) approved this Agreement in accordance with the provisions of the DGCL, (iii) directed that this Agreement and the Merger be submitted to the stockholders of the Company for their adoption and approval by written consent and (iv) resolved to recommend that the stockholders of the Company vote in favor of the adoption of this Agreement and the approval of the MergerState. (c) This Agreement and the Company Ancillary Agreements have been are, or when executed by Company will be duly executed be, and delivered assuming the due authorization, execution and delivery hereof (and in the case of Acquirer Ancillary Agreements, thereof) by the Company Acquirer and constitute all other parties thereto will each constitute, valid and binding obligations of the Company, enforceable against Company in accordance with their respective terms terms, subject only to the effect, if any, of applicable bankruptcy, reorganization, insolvency, moratorium and other laws affecting creditors’ rights generally from time to time in effect and to general equitable principles. (d) No consent, approval, order or authorization of, or registration, declaration or filing with, any court, administrative agency or commission or other governmental authority or instrumentality (a “Governmental Entity”), is required by or with respect to the Company in connection with the execution and delivery of this Agreement or any Ancillary Agreement or the consummation of the transactions contemplated hereby or thereby except for (i) applicable bankruptcy and other similar laws affecting the filing rights of the Certificate of Merger with the Secretary of State of Delaware or creditors generally, and (ii) such consentsrules of law governing specific performance, waivers, approvals, orders, authorizations, registrations, declarations injunctive relief and filings as may be required under applicable federal and state securities lawsother equitable remedies.

Power, Authorization and Validity. (a) 2.2.1 The Company and each Shareholder has all requisite the right, power, legal and corporate power capacity and authority to enter into and perform its obligations under this Agreement Agreement, and all agreements to which the Company and each other agreement and instrument Shareholder is or will be a party that are required to be executed by the Company pursuant to this Agreement (including the Milestone Bonus Agreements) (collectively, the “"Ancillary Agreements”), and, subject to the receipt of the Company Merger Consent (as defined herein), to consummate the transactions contemplated hereby and thereby. (b) The Company Merger Consent is sufficient for the holders of Company Capital Stock to adopt this Agreement, and no other corporate proceedings by the Company are necessary to authorize this Agreement or to consummate the Merger and the other transactions contemplated hereby (other than (i) such corporate proceedings that have been completed prior to the execution and delivery of this Agreement, and (ii) the filing and recordation of the Certificate of Merger and such other documents as required in accordance with the provisions of the DGCL"). The Board of Directors of the Company hasexecution, as of the date hereof, (i) declared that the Merger delivery and the other transactions contemplated by this Agreement are advisable and in the best interests of the Company and its stockholders, (ii) approved this Agreement in accordance with the provisions of the DGCL, (iii) directed that this Agreement and the Merger be submitted to the stockholders of the Company for their adoption and approval by written consent and (iv) resolved to recommend that the stockholders of the Company vote in favor of the adoption performance of this Agreement and the approval of the Merger. (c) This Agreement and the Ancillary Agreements have been duly and validly approved and authorized by the Company's Board of Directors. No vote of the shareholders of the Company is required by the Articles of Incorporation, bylaws, other governing documents of the Company or will applicable law with respect to the due authorization and approval of this Agreement, the Ancillary Agreements or the transactions contemplated hereby or thereby. 2.2.2 No filing, authorization or approval, governmental or otherwise, is necessary to enable the Company or the Shareholders to enter into, and to perform their respective obligations under, this Agreement and the Ancillary Agreements, except for such qualifications and filings as may be duly required to comply with federal and state securities laws as may be required in connection with the transactions contemplated by this Agreement. All such qualifications and filings will, in the case of qualifications, be effective on the Closing, and will, in the case of filings, be made within the time prescribed by applicable law. 2.2.3 This Agreement and the Ancillary Agreements are, or when executed and delivered by the Company and constitute the Shareholders will be, valid and binding obligations of the Company, Company and the Shareholders enforceable against the Company and the Shareholders in accordance with their respective terms subject terms, except as to the effect, if any, of (a) applicable bankruptcy, reorganization, insolvency, moratorium bankruptcy and other similar laws affecting creditors’ the rights generally from time to time in effect of creditors generally, (b) rules of law governing specific performance, injunctive relief and to general other equitable principles. remedies and (dc) No consent, approval, order or authorization of, or registration, declaration or filing with, any court, administrative agency or commission or other governmental authority or instrumentality (a “Governmental Entity”), is required by or with respect to the Company enforceability of provisions requiring indemnification in connection with the execution and delivery offering, issuance or sale of this Agreement or any Ancillary Agreement or the consummation of the transactions contemplated hereby or thereby except for (i) the filing of the Certificate of Merger with the Secretary of State of Delaware or (ii) such consents, waivers, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal and state securities lawssecurities.

Power, Authorization and Validity. (a) 2.2.1 The Company Company, each Shareholder and each Beneficiary has all requisite the right, power, legal and corporate power capacity and authority (corporate or trust) to enter into and perform its obligations under this Agreement Agreement, and each other agreement and instrument all agreements to which the Company, such Shareholder or such Beneficiary is or will be a party that are required to be executed by the Company pursuant to this Agreement (including the Milestone Bonus Agreements) (collectively, the “"Ancillary Agreements”), and, subject to the receipt of the Company Merger Consent (as defined herein), to consummate the transactions contemplated hereby and thereby. (b) The Company Merger Consent is sufficient for the holders of Company Capital Stock to adopt this Agreement, and no other corporate proceedings by the Company are necessary to authorize this Agreement or to consummate the Merger and the other transactions contemplated hereby (other than (i) such corporate proceedings that have been completed prior to the execution and delivery of this Agreement, and (ii) the filing and recordation of the Certificate of Merger and such other documents as required in accordance with the provisions of the DGCL"). The Board of Directors of the Company hasexecution, as of the date hereof, (i) declared that the Merger delivery and the other transactions contemplated by this Agreement are advisable and in the best interests of the Company and its stockholders, (ii) approved this Agreement in accordance with the provisions of the DGCL, (iii) directed that this Agreement and the Merger be submitted to the stockholders of the Company for their adoption and approval by written consent and (iv) resolved to recommend that the stockholders of the Company vote in favor of the adoption performance of this Agreement and the approval of the Merger. (c) This Agreement and the Ancillary Agreements have been or will be duly executed and delivered validly approved and authorized by the Company's Board of Directors. No vote of the shareholders of the Company is required by the Articles of Incorporation, bylaws, other governing documents of the Company or applicable law with respect to the due authorization and constitute approval of this Agreement, the Ancillary Agreements or the transactions contemplated hereby or thereby. 2.2.2 No filing, authorization or approval, governmental or otherwise, is necessary to enable the Company, the Shareholders or the Beneficiaries to enter into, and to perform their respective obligations under, this Agreement and the Ancillary Agreements, except for such qualifications and filings as may be required to comply with federal and state securities laws as may be required in connection with the transactions contemplated by this Agreement. All such qualifications and filings will, in the case of qualifications, be effective on the Closing, and will, in the case of filings, be made within the time prescribed below. 2.2.3 This Agreement and the Ancillary Agreements are, or when executed by the Company, the Shareholders and the Beneficiaries will be, valid and binding obligations of the Company, the Shareholders and the Beneficiaries enforceable against the Company, the Shareholders and the Beneficiaries in accordance with their respective terms subject terms, except as to the effect, if any, of (a) applicable bankruptcy, reorganization, insolvency, moratorium bankruptcy and other similar laws affecting creditors’ the rights generally from time to time in effect of creditors generally, (b) rules of law governing specific performance, injunctive relief and to general other equitable principles. remedies and (dc) No consent, approval, order or authorization of, or registration, declaration or filing with, any court, administrative agency or commission or other governmental authority or instrumentality (a “Governmental Entity”), is required by or with respect to the Company enforceability of provisions requiring indemnification in connection with the execution and delivery offering, issuance or sale of this Agreement or any Ancillary Agreement or the consummation of the transactions contemplated hereby or thereby except for (i) the filing of the Certificate of Merger with the Secretary of State of Delaware or (ii) such consents, waivers, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal and state securities lawssecurities.

Power, Authorization and Validity. (a) 2.2.1 The Company Companies and each Shareholder has all requisite the right, power, legal and corporate power capacity and authority to enter into and perform its obligations under this Agreement Agreement, and all agreements to which the Companies and each other agreement and instrument Shareholder is or will be a party that are required to be executed by the Company pursuant to this Agreement (including the Milestone Bonus Agreements) (collectively, the “"Ancillary Agreements”), and, subject to the receipt of the Company Merger Consent (as defined herein), to consummate the transactions contemplated hereby and thereby. (b) The Company Merger Consent is sufficient for the holders of Company Capital Stock to adopt this Agreement, and no other corporate proceedings by the Company are necessary to authorize this Agreement or to consummate the Merger and the other transactions contemplated hereby (other than (i) such corporate proceedings that have been completed prior to the execution and delivery of this Agreement, and (ii) the filing and recordation of the Certificate of Merger and such other documents as required in accordance with the provisions of the DGCL"). The Board of Directors of the Company hasexecution, as of the date hereof, (i) declared that the Merger delivery and the other transactions contemplated by this Agreement are advisable and in the best interests of the Company and its stockholders, (ii) approved this Agreement in accordance with the provisions of the DGCL, (iii) directed that this Agreement and the Merger be submitted to the stockholders of the Company for their adoption and approval by written consent and (iv) resolved to recommend that the stockholders of the Company vote in favor of the adoption performance of this Agreement and the approval of the Merger. (c) This Agreement and the Ancillary Agreements have been or will be duly executed and delivered validly approved and authorized by each of the Companies' Board of Directors. No vote of the shareholders of either of the Companies is required by the Company Articles of Incorporation, bylaws, other governing documents of the Companies or applicable law with respect to the due authorization and constitute approval of this Agreement, the Ancillary Agreements or the transactions contemplated hereby or thereby. Each Shareholder is an "accredited investor" as such term is defined in Rule 501 promulgated under the Securities Act of 1933, as amended (the "Securities Act"). 2.2.2 No filing, authorization or approval, governmental or otherwise, is necessary to enable the Companies or the Shareholders to enter into, and to perform their respective obligations under, this Agreement and the Ancillary Agreements, except for such qualifications and filings as may be required to comply with federal and state securities laws as may be required in connection with the transactions contemplated by this Agreement. All such qualifications and filings will, in the case of qualifications, be effective on the Closing, and will, in the case of filings, be made within the time prescribed below. 2.2.3 This Agreement and the Ancillary Agreements are, or when executed by the Companies and the Shareholders will be, valid and binding obligations of the Company, Companies and the Shareholders enforceable against the Companies and the Shareholders in accordance with their respective terms subject terms, except as to the effect, if any, of (a) applicable bankruptcy, reorganization, insolvency, moratorium bankruptcy and other similar laws affecting creditors’ the rights generally from time to time in effect of creditors generally, (b) rules of law governing specific performance, injunctive relief and to general other equitable principles. remedies and (dc) No consent, approval, order or authorization of, or registration, declaration or filing with, any court, administrative agency or commission or other governmental authority or instrumentality (a “Governmental Entity”), is required by or with respect to the Company enforceability of provisions requiring indemnification in connection with the execution and delivery offering, issuance or sale of this Agreement or any Ancillary Agreement or the consummation of the transactions contemplated hereby or thereby except for (i) the filing of the Certificate of Merger with the Secretary of State of Delaware or (ii) such consents, waivers, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal and state securities lawssecurities.

Power, Authorization and Validity. (a) The Company Parent has all requisite the right, power, legal and corporate power capacity and authority to enter into and perform its obligations under this Agreement and each other agreement the Certificate of Merger, the Voting Agreements, the Option Agreement, the Development Agreement, the Escrow Agreement, and instrument to be executed by the Company pursuant to this Loan Agreement (including the Milestone Bonus Agreements) (collectively, the “Parent Ancillary Agreements”). The execution, anddelivery and performance of this Agreement and the Parent Ancillary Agreements have been duly and validly approved and authorized by all necessary corporate and stockholder action on the part of Parent. Merger Sub has the right, subject power, legal capacity and authority to enter into and perform its obligations under this Agreement and the receipt Certificate of Merger (the Company “Merger Consent (as defined hereinSub Ancillary Agreement”). The execution, to consummate delivery and performance of this Agreement and the transactions contemplated hereby Merger Sub Ancillary Agreement have been duly and therebyvalidly approved and authorized by all necessary corporate and stockholder action on the part of Merger Sub. (b) The Company No filing, authorization, consent or approval, governmental or otherwise, is necessary to enable Parent and Merger Consent is sufficient for the holders of Company Capital Stock Sub to adopt enter into, and to perform their respective obligations under, this Agreement, and no other corporate proceedings by the Company are necessary to authorize this Agreement Parent Ancillary Agreements or to consummate the Merger and the other transactions contemplated hereby (other than (i) such corporate proceedings that have been completed prior to the execution and delivery of this Sub Ancillary Agreement, and (ii) the filing and recordation of the Certificate of Merger and such other documents as required in accordance with the provisions of the DGCL). The Board of Directors of the Company has, as of the date hereof, (i) declared that the Merger and the other transactions contemplated by this Agreement are advisable and in the best interests of the Company and its stockholders, (ii) approved this Agreement in accordance with the provisions of the DGCL, (iii) directed that this Agreement and the Merger be submitted to the stockholders of the Company for their adoption and approval by written consent and (iv) resolved to recommend that the stockholders of the Company vote in favor of the adoption of this Agreement and the approval of the Merger. (c) This Agreement and the Ancillary Agreements have been or will be duly executed and delivered by the Company and constitute valid and binding obligations of the Company, enforceable in accordance with their respective terms subject to the effect, if any, of applicable bankruptcy, reorganization, insolvency, moratorium and other laws affecting creditors’ rights generally from time to time in effect and to general equitable principles. (d) No consent, approval, order or authorization of, or registration, declaration or filing with, any court, administrative agency or commission or other governmental authority or instrumentality (a “Governmental Entity”), is required by or with respect to the Company in connection with the execution and delivery of this Agreement or any Ancillary Agreement or the consummation of the transactions contemplated hereby or thereby except for for: (i) the filing of the Certificate of Merger with the Delaware Secretary of State of Delaware or State; (ii) such consents, waivers, approvals, orders, authorizations, registrations, declarations and post-closing filings as may be required under applicable to comply with federal and state securities laws; and (iii) the filing with the SEC and the effectiveness of the registration statements for the S-8 and for the resale S-3 under the 1933 Act that is required to be filed by Parent after the Effective Time pursuant to the terms and conditions of this Agreement. (c) This Agreement and the Parent Ancillary Agreements are valid and binding obligations of Parent enforceable against Parent in accordance with their respective terms, subject only to the effect, if any, of (i) applicable bankruptcy and other similar laws affecting the rights of creditors generally, (ii) rules of law governing specific performance, injunctive relief and other equitable remedies, and (iii) the enforceability of provisions requiring indemnification in connection with the offering, issuance or sale of securities. This Agreement and the Merger Sub Ancillary Agreement are valid and binding obligations of Merger Sub enforceable against Merger Sub in accordance with their respective terms, subject only to the effect, if any, of (i) applicable bankruptcy and other similar laws affecting the rights of creditors generally, (ii) rules of law governing specific performance, injunctive relief and other equitable remedies, and (iii) the enforceability of provisions requiring indemnification in connection with the offering, issuance or sale of securities. (d) The Board of Directors of Parent has reserved for issuance sufficient shares of Parent Common Stock to consummate the transactions contemplated hereby.

Power, Authorization and Validity. (a) The Company Each of Broadbase and Merger Sub has all requisite legal and the corporate power and authority to enter into and perform its obligations under this Agreement Agreement, and each other agreement and instrument all agreements to which Broadbase or Merger Sub is or will be a party that are required to be executed by the Company pursuant to this Agreement (including the Milestone Bonus Agreements"BROADBASE ANCILLARY AGREEMENTS") (collectively, either or both of the “Panopticon Ancillary -26- 27 Agreements and the Broadbase Ancillary Agreements”, as the context requires the "ANCILLARY AGREEMENTS"). The execution, anddelivery and performance of this Agreement and the Broadbase Ancillary Agreements have been duly and validly approved and authorized by Broadbase's Board of Directors and Merger Sub's Board of Directors, subject to the receipt of the Company Merger Consent (as defined herein), to consummate the transactions contemplated hereby and therebyapplicable. (b) The Company No filing, authorization or approval, governmental or otherwise, is necessary to enable Broadbase or Merger Consent is sufficient for the holders of Company Capital Stock Sub to adopt this Agreemententer into, and no other corporate proceedings by the Company are necessary to authorize this Agreement or to consummate the Merger and the other transactions contemplated hereby (other than (i) such corporate proceedings that have been completed prior to the execution and delivery of this Agreementperform its obligations under, and (ii) the filing and recordation of the Certificate of Merger and such other documents as required in accordance with the provisions of the DGCL). The Board of Directors of the Company has, as of the date hereof, (i) declared that the Merger and the other transactions contemplated by this Agreement are advisable and in the best interests of the Company and its stockholders, (ii) approved this Agreement in accordance with the provisions of the DGCL, (iii) directed that this Agreement and the Merger be submitted to the stockholders of the Company for their adoption and approval by written consent and (iv) resolved to recommend that the stockholders of the Company vote in favor of the adoption of this Agreement and the approval of the Merger. (c) This Agreement and the Broadbase Ancillary Agreements have been or will be duly executed and delivered by the Company and constitute valid and binding obligations of the CompanyAgreements, enforceable in accordance with their respective terms subject to the effect, if any, of applicable bankruptcy, reorganization, insolvency, moratorium and other laws affecting creditors’ rights generally from time to time in effect and to general equitable principles. (d) No consent, approval, order or authorization of, or registration, declaration or filing with, any court, administrative agency or commission or other governmental authority or instrumentality (a “Governmental Entity”), is required by or with respect to the Company in connection with the execution and delivery of this Agreement or any Ancillary Agreement or the consummation of the transactions contemplated hereby or thereby except for (i) the filing of the Certificate of Merger with the Delaware Secretary of State and the filing of Delaware or appropriate documents with the relevant authorities of other states in which Broadbase is qualified to do business, if any, (ii) such consents, waivers, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable to comply with federal and state securities laws, including the Permit Application (as defined in Section 6.5), and (iii) such filings as may be required by the HSR Act. (c) This Agreement and the Broadbase Ancillary Agreements are, or when executed by Broadbase and Merger Sub (as applicable) and the other parties thereto will be, valid and binding obligations of Broadbase and Merger Sub, enforceable against Broadbase and Merger Sub in accordance with their respective terms, except as to the effect, if any, of (i) applicable bankruptcy and other similar laws affecting the rights of creditors generally, (ii) rules of law governing specific performance, injunctive relief and other equitable remedies and (iii) the enforceability of provisions requiring indemnification; provided, however, that the Certificate of Merger, the Agreement of Merger and the Broadbase Ancillary Agreements will not be effective until the earlier of the Effective Time or the date provided for therein.

Power, Authorization and Validity. (a) The Company Acquirer has all requisite legal and the corporate power and authority to enter into and perform its obligations under this Agreement and each other agreement all Acquirer Ancillary Agreements. The execution, delivery and instrument to be executed by the Company pursuant to performance of this Agreement (including and the Milestone Bonus Agreements) (collectively, the “Acquirer Ancillary Agreements”), andand the Merger, subject have been duly and validly approved and authorized by Acquirer, and this Agreement has been duly executed and delivered by Acquirer. Sub has the corporate power and authority to enter into and perform its obligations under this Agreement and all Sub Ancillary Agreements. The execution, delivery and performance of this Agreement and the receipt of Sub Ancillary Agreements, and the Company Merger Consent (as defined herein)Merger, to consummate the transactions contemplated hereby have been duly and therebyvalidly approved and authorized by Sub, and this Agreement has been duly executed and delivered by Sub. (b) The Company Merger Consent is sufficient for the holders of Company Capital Stock to adopt this AgreementNo filing, and no other corporate proceedings by the Company are necessary to authorize this Agreement or to consummate the Merger and the other transactions contemplated hereby (other than (i) such corporate proceedings that have been completed prior to the execution and delivery of this Agreementauthorization, and (ii) the filing and recordation of the Certificate of Merger and such other documents as required in accordance with the provisions of the DGCL). The Board of Directors of the Company has, as of the date hereof, (i) declared that the Merger and the other transactions contemplated by this Agreement are advisable and in the best interests of the Company and its stockholders, (ii) approved this Agreement in accordance with the provisions of the DGCL, (iii) directed that this Agreement and the Merger be submitted to the stockholders of the Company for their adoption and approval by written consent and (iv) resolved to recommend that the stockholders of the Company vote in favor of the adoption of this Agreement and the approval of the Merger. (c) This Agreement and the Ancillary Agreements have been or will be duly executed and delivered by the Company and constitute valid and binding obligations of the Company, enforceable in accordance with their respective terms subject to the effect, if any, of applicable bankruptcy, reorganization, insolvency, moratorium and other laws affecting creditors’ rights generally from time to time in effect and to general equitable principles. (d) No consent, approval, order permit, order, registration or authorization ofdeclaration, governmental or registration, declaration or filing with, any court, administrative agency or commission or other governmental authority or instrumentality (a “Governmental Entity”)otherwise, is required by or with respect necessary to enable Acquirer and Sub to enter into, and to perform their respective obligations under, this Agreement, the Company in connection with the execution and delivery of this Agreement or any Acquirer Ancillary Agreement Agreements or the consummation of the transactions contemplated hereby or thereby Sub Ancillary Agreements, except for for: (i) the filing of the Certificate of Merger with the Delaware Secretary of State of Delaware or State; (ii) the filing by Acquirer with the SEC of such consentsreports and information under the Exchange Act, waiversand the rules and regulations promulgated by the SEC thereunder, approvals, orders, authorizations, registrations, declarations and filings as may be required in connection with this Agreement, the Merger and the other transactions contemplated by this Agreement; (iii) the filing by Acquirer with the SEC of the Form S-8 registration statement to be filed by Acquirer pursuant to this Agreement; and (iv) such other filings, authorizations, consents, approvals, permits, orders, registrations and declarations, if any, that if not made or obtained by Acquirer or Sub would not be material to Acquirer’s or Sub’s ability to consummate the Merger or to perform their respective obligations under this Agreement, the Acquirer Ancillary Agreements and the Sub Ancillary Agreements. (c) This Agreement and the Acquirer Ancillary Agreements are, or when executed by Acquirer will be, valid and binding obligations of Acquirer enforceable against Acquirer in accordance with their respective terms, subject only to the effect, if any, of (i) applicable federal bankruptcy and state securities lawsother similar laws affecting the rights of creditors generally and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies. This Agreement and the Sub Ancillary Agreements are, or when executed by Sub will be, valid and binding obligations of Sub enforceable against Sub in accordance with their respective terms, subject only to the effect, if any, of (i) applicable bankruptcy and other similar laws affecting the rights of creditors generally and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies.

Power, Authorization and Validity. (a) The Company 3.2.1 NetSelect has all requisite the right, power, legal and corporate power capacity and authority to enter into and perform its obligations under this Agreement Agreement, and each other agreement and instrument all agreements contemplated hereby to which NetSelect is or will be a party that are required to be executed by the Company pursuant to this Agreement (including the Milestone Bonus Agreements) (collectively, the “"NetSelect Ancillary Agreements”), and, subject to the receipt of the Company Merger Consent (as defined herein), to consummate the transactions contemplated hereby and thereby. (b) The Company Merger Consent is sufficient for the holders of Company Capital Stock to adopt this Agreement, and no other corporate proceedings by the Company are necessary to authorize this Agreement or to consummate the Merger and the other transactions contemplated hereby (other than (i) such corporate proceedings that have been completed prior to the execution and delivery of this Agreement, and (ii) the filing and recordation of the Certificate of Merger and such other documents as required in accordance with the provisions of the DGCL"). The Board of Directors of the Company hasexecution, as of the date hereof, (i) declared that the Merger delivery and the other transactions contemplated by this Agreement are advisable and in the best interests of the Company and its stockholders, (ii) approved this Agreement in accordance with the provisions of the DGCL, (iii) directed that this Agreement and the Merger be submitted to the stockholders of the Company for their adoption and approval by written consent and (iv) resolved to recommend that the stockholders of the Company vote in favor of the adoption performance of this Agreement and the approval of the Merger. (c) This Agreement and the NetSelect Ancillary Agreements have been duly and validly approved and authorized by NetSelect's Board of Directors. 3.2.2 No filing, authorization or will be duly executed and delivered by the Company and constitute valid and binding obligations of the Companyapproval, enforceable in accordance with their respective terms subject governmental or otherwise, is necessary to the effectenable NetSelect to enter into, if any, of applicable bankruptcy, reorganization, insolvency, moratorium and other laws affecting creditors’ rights generally from time to time in effect and to general equitable principles. (d) No consentperform its obligations under, approval, order or authorization of, or registration, declaration or filing with, any court, administrative agency or commission or other governmental authority or instrumentality (a “Governmental Entity”), is required by or with respect to the Company in connection with the execution and delivery of this Agreement or any and the NetSelect Ancillary Agreement or the consummation of the transactions contemplated hereby or thereby Agreements, except for (ia) the filing of the Certificate of Merger with the Delaware Secretary of State State, the recording of the Certificate of Merger in the office of the Recorder of the Delaware or county in which NetSelect's registered office is located, and the filing of appropriate documents with the relevant authorities of other states in which NetSelect is qualified to do business, if any, (iib) such consents, waivers, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable to comply with federal and state securities laws, (c) the approval of and adoption by the holders of NetSelect Stock of this Agreement and all transactions contemplated by this Agreement, as provided under applicable law, the NetSelect Certificate of Incorporation, the Bylaws of NetSelect and any other charter document of NetSelect (the "NetSelect Stockholder Approval"), (d) the (i) termination, as contemplated by this Agreement, of the InfoTouch Stockholder Agreement, (ii) the amendment and restatement, as contemplated by this Agreement, of the NetSelect Stockholders' Agreement, and (iii) the amendment and restatement, as contemplated by this Agreement, of the RealSelect. Stockholders' Agreement, and (e) those consents, approvals and filings which will be obtained prior to the Effective Time.

Power, Authorization and Validity. (a) The Company Target has the right, power, legal capacity and authority: (i) to carry on its business as now conducted and as proposed to be conducted; (ii) to own, use and lease its properties in the manner in which its properties are currently owned, used and leased and in the manner in which its properties are proposed to be owned, used and leased; (iii) to perform its obligations under all requisite legal Target Contracts; and corporate power (iv) subject to stockholder approval of this Agreement and authority the Merger, to enter into and perform its obligations under this Agreement and each all other agreement and instrument agreements to which Target is or will be a party that are required to be executed by the Company pursuant to this Agreement (including the Milestone Bonus Agreements) (collectively, the “Ancillary Agreements”), and, subject to the receipt of the Company Merger Consent (as defined herein), to consummate the transactions contemplated hereby and thereby. (b) The Company Merger Consent is sufficient for the holders of Company Capital Stock to adopt collectively with this Agreement, and no other corporate proceedings by the Company are necessary to authorize this Agreement or to consummate the Merger and the other transactions contemplated hereby (other than (i) such corporate proceedings that have been completed prior to the execution and delivery of this Agreement, and (ii) the filing and recordation of the Certificate of Merger and such other documents as required in accordance with the provisions of the DGCL"TARGET MERGER AGREEMENTS"). The execution, delivery and performance of the Target Merger Agreements have been duly and validly approved and authorized by Target's Board of Directors and Target's Board of the Company has, as of the date hereof, (i) declared Directors has determined to recommend that the Merger Target Stockholders approve and adopt this Agreement and the other transactions contemplated by this Agreement are advisable and in the best interests Merger. Target Stockholders holding a sufficient number of the Company and its stockholders, (ii) approved this Agreement in accordance with the provisions of the DGCL, (iii) directed that shares to approve this Agreement and the Merger be submitted to have executed a Voting Agreement in the stockholders of the Company for their adoption and approval by written consent and (iv) resolved to recommend that the stockholders of the Company vote in favor of the adoption of this Agreement and the approval of the Merger.form attached hereto as Exhibit H. --------- (c) This Agreement and the Ancillary Agreements have been or will be duly executed and delivered by the Company and constitute valid and binding obligations of the Company, enforceable in accordance with their respective terms subject to the effect, if any, of applicable bankruptcy, reorganization, insolvency, moratorium and other laws affecting creditors’ rights generally from time to time in effect and to general equitable principles. (db) No consentfiling, approval, order authorization or authorization of, or registration, declaration or filing with, approval with any court, administrative agency or commission or other governmental authority or instrumentality (a “Governmental Entity”)body, is required by or with respect necessary to enable Target to enter into and perform its obligations under the Company in connection with the execution and delivery of this Agreement or any Ancillary Agreement or the consummation of the transactions contemplated hereby or thereby Target Merger Agreements, except for for: (i) the filing of the Certificate of Merger with the Delaware Secretary of State and the filing of Delaware or appropriate documents with the relevant authorities of other states in which Target is qualified to do business, if any; (ii) such consents, waivers, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable to comply with federal and state securities laws; (iii) approval by the Target Stockholders of the transactions contemplated hereby; and (iv) consents required under Contracts disclosed in Section 4.16 of the Target Disclosure Schedule as exceptions to the representations made in Section 4.16 of this Agreement. (c) The Target Merger Agreements are, or when executed by Target will be, valid and binding obligations of Target enforceable in accordance with their respective terms, except as to the effect, if any, of: (i) applicable bankruptcy and other similar laws affecting the rights of creditors generally; (ii) rules of law governing specific performance, injunctive relief and other equitable remedies; and (iii) the enforceability of provisions requiring indemnification; provided, however, that the Certificate of Merger will not be effective until filed with the Delaware Secretary of State.

Power, Authorization and Validity. (a) The Company 3.2.1 Each of VEDO and Merger Sub has all requisite right, power, legal and corporate power capacity and authority to enter into and perform its obligations under this Agreement and each other agreement and instrument to be executed by the Company pursuant to this Agreement (including the Milestone Bonus Agreements) (collectively, the “all VEDO Ancillary Agreements”), and, subject to the receipt and all of the Company Merger Consent (as defined herein), to consummate the transactions contemplated hereby and thereby. (b) The Company Merger Consent is sufficient for the holders of Company Capital Stock to adopt by this Agreement, and no other corporate proceedings by the Company are necessary to authorize this Agreement or to consummate the Merger and the other transactions contemplated hereby (other than (i) such corporate proceedings that have been completed prior to the . The execution and delivery of this Agreement and the VEDO Ancillary Agreements and the performance of all of VEDO's and Merger Sub's obligations hereunder and thereunder, have been duly and validly approved and authorized by their respective Board of Directors as required by applicable law and their respective Certificate of Incorporation or Articles of Incorporation (as the case may be) and their respective Bylaws. For purposes of this Agreement, "VEDO ANCILLARY AGREEMENTS" means all agreements, certificates and other documents required to be delivered by VEDO or Merger Sub under this Agreement, including the Articles of Merger and the Merger Voting Agreement. 3.2.2 To the knowledge of VEDO, no filing, authorization, registration, order, consent, notice or approval, governmental or otherwise, is necessary to enable VEDO or Merger Sub to enter into and deliver this Agreement and the VEDO Ancillary Agreements, or to perform any of their respective obligations hereunder and thereunder, except where the failure to give such notice, to file or to obtain any authorization, consent or approval would not have a Material Adverse Effect on VEDO and except for (iia) the filing and recordation of the Certificate Articles of Merger and such other documents as required in accordance with the provisions Florida Department of State, and the filing of appropriate documents with the relevant authorities of other states in which VEDO is qualified to do business, if any, (b) such filings as may be required to comply with federal, state and foreign securities laws, (c) the approval of the DGCL). The Board of Directors of the Company hastransactions contemplated hereby by VEDO, as of the date hereofsold Merger Sub Stockholder, (id) declared that the Merger and filings, if any, required by the other transactions contemplated by this Agreement are advisable and in the best interests HSR Act. 3.2.3 Subject to approval of the Company and its stockholders, (ii) approved this Agreement in accordance with the provisions of the DGCL, (iii) directed that this Agreement and the Merger be submitted to by VEDO as the stockholders of the Company for their adoption and approval by written consent and (iv) resolved to recommend that the stockholders of the Company vote in favor of the adoption of sole Merger Sub Stockholder, this Agreement has been, and the approval of the Merger. (c) This Agreement and the VEDO Ancillary Agreements have been are, or when executed by VEDO and Merger Sub will be duly executed and delivered by the Company and constitute be, valid and binding obligations of the Company, VEDO and Merger Sub enforceable in accordance with their respective terms subject terms, except as to the effect, if any, of (a) applicable bankruptcy, reorganization, insolvency, moratorium and or other similar laws affecting creditors’ the rights of creditors generally from time to time in effect time, (b) rules of law governing specific performance, injunctive relief and to general other equitable principles. remedies and (dc) No consent, approval, order or authorization of, or registration, declaration or filing with, any court, administrative agency or commission or other governmental authority or instrumentality (a “Governmental Entity”), is required by or with respect to the Company enforceability of provisions requiring indemnification in connection with the execution offering, issuance or sale of securities; PROVIDED, HOWEVER, that the Articles of Merger will not be effective until filed with the Florida Department of State. This Agreement has been, and delivery of this Agreement or any when executed the VEDO Ancillary Agreement or the consummation of the transactions contemplated hereby or thereby except for (i) the filing of the Certificate of will be, duly executed and delivered by VEDO and Merger with the Secretary of State of Delaware or (ii) such consents, waivers, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal and state securities lawsSub.

Power, Authorization and Validity. (a) The Company 2.2.1 Target has all requisite the corporate right, power, legal and corporate power capacity and authority to enter into and perform its obligations under this Agreement and each under the Escrow Agreement and the other agreement and instrument agreements to be executed signed by the Company pursuant to Target in connection with this Agreement (including the Milestone Bonus Agreements) (collectively, the “"Target Ancillary Agreements”), and, subject to the receipt of the Company Merger Consent (as defined herein), to consummate the transactions contemplated hereby and thereby. (b) The Company Merger Consent is sufficient for the holders of Company Capital Stock to adopt this Agreement, and no other corporate proceedings by the Company are necessary to authorize this Agreement or to consummate the Merger and the other transactions contemplated hereby (other than (i) such corporate proceedings that have been completed prior to the execution and delivery of this Agreement, and (ii) the filing and recordation of the Certificate of Merger and such other documents as required in accordance with the provisions of the DGCL"). The Board of Directors of the Company has, as of the date hereof, (i) declared that the Merger and the other transactions contemplated by this Agreement are advisable and in the best interests of the Company and its stockholders, (ii) approved this Agreement in accordance with the provisions of the DGCL, (iii) directed that this Agreement and the Merger be submitted to the stockholders of the Company for their adoption and approval by written consent and (iv) resolved to recommend that the stockholders of the Company vote in favor of the adoption of this Agreement and the approval of the Merger. (c) This Agreement and the Target Ancillary Agreements have been or will be duly executed and delivered by Target. The execution, delivery and performance of this Agreement and the Company Target Ancillary Agreements have been duly and constitute validly approved and authorized by all necessary corporate action on the part of Target (other than the approval and adoption of this Agreement by the shareholders of Target as required under California Law). The Board of Directors of Target has (a) unanimously determined that the Merger is advisable and fair and in the best interests of Target and its shareholders, (b) unanimously approved the execution, delivery and performance of this Agreement by the Target and has unanimously approved the Merger, and (c) unanimously recommended the adoption and approval of this Agreement and the Merger by the Target Shareholder and directed that this Agreement and the Merger be submitted for consideration by the Target's shareholders at the Shareholders' Meeting (as defined in Section 4.14). The affirmative vote of the holders of a majority of the shares of Target Common Stock, voting in accordance with Target's Articles of Incorporation and California Law, outstanding on the record date for the Shareholders' Meeting (the "Required Vote") is the only vote of the holders of any class or series of the Company's capital stock necessary to adopt and approve this Agreement, the Merger and the other transactions contemplated by this Agreement. 2.2.2 No filing, authorization or approval with or of any governmental entity is necessary or required to be made or obtained prior to the Effective Time to enable Target to enter into, and to perform its obligations under, this Agreement and the Target Ancillary Agreements, except for (a) the filing of the Articles of Merger with the Secretary of State, the filing of such officers' certificates and other documents as are required to effectuate the Merger under Utah law and the filing of appropriate documents with the relevant authorities of the states other than Delaware and Utah in which Target is qualified to do business, if any, (b) such filings as may be required to comply with federal and state securities laws, and (c) the approval of the Target Shareholder of the transactions contemplated hereby. 2.2.3 Assuming the due authorization, execution and delivery by Acquirer and, if applicable, Newco, this Agreement and the Target Ancillary Agreements are, or when executed and delivered by Target, and the other parties thereto will be, valid and binding obligations of the CompanyTarget, enforceable against Target and against the Escrow Shares deposited pursuant to the Escrow Agreement in accordance with their respective terms terms, subject to approval of Target's shareholders, except as to the effect, if any, of (a) applicable bankruptcy, reorganization, insolvency, moratorium bankruptcy and other similar laws affecting creditors’ the rights generally from time to time in effect of creditors generally, (b) rules of law governing specific performance, injunctive relief and to general other equitable principles. remedies, and (dc) No consent, approval, order or authorization of, or registration, declaration or filing with, any court, administrative agency or commission or other governmental authority or instrumentality (a “Governmental Entity”), is required by or with respect to the Company enforceability of provisions requiring indemnification in connection with the execution and delivery offering, issuance or sale of this Agreement or any Ancillary Agreement or the consummation of the transactions contemplated hereby or thereby except for (i) the filing of the Certificate of Merger with the Secretary of State of Delaware or (ii) such consents, waivers, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal and state securities lawssecurities.

Power, Authorization and Validity. (a) The Company Group has all requisite legal and corporate power and authority to enter into execute and perform its obligations under deliver this Agreement and each other agreement Ancillary Agreement to which it is a Party and instrument to be executed perform its obligations hereunder and thereunder and to consummate the Contemplated Transactions. The execution and delivery and performance by the Company pursuant to of this Agreement (including the Milestone Bonus Agreements) (collectively, the “and each Ancillary Agreements”), and, subject Agreement to the receipt which it or another member of the Company Merger Consent (as defined herein), to consummate Group is a party and the transactions contemplated hereby consummation of the Contemplated Transactions have been duly and therebyvalidly approved and authorized by all requisite corporate action on the part of the Company. (b) This Agreement has been, and each of Ancillary Agreements to which the Company or another member of the Company Group is a party has, or when executed and delivered by the Company or such other member of the Company Group will be, duly executed and delivered by the Company or such other member of the Company Group. This Agreement and each of the Ancillary Agreements to which the Company or another member of the Company Group is a party are, or when executed and delivered by the Company or such other member of the Company Group will be, assuming the due authorization, execution and delivery by Purchaser, Merger Sub and the other Persons party hereto, valid and binding obligations of the Company Group, enforceable against the Company Group and the Company Shareholders in accordance with their respective terms, subject to the Enforceability Exceptions. (c) The Company Merger Consent is sufficient for Board has, at a meeting duly called and held, by a unanimous vote of the holders entire board of Company Capital Stock to adopt directors, or by a unanimous written consent in lieu thereof: (i) approved and declared advisable this Agreement, and no other corporate proceedings by the Company are necessary to authorize this Agreement or to consummate the Merger and the other transactions contemplated hereby (other than (i) such corporate proceedings that have been completed prior to the execution and delivery of this Agreement, and (ii) the filing and recordation of the Certificate of Merger and such other documents as required in accordance with the provisions of the DGCL). The Board of Directors of the Company has, as of the date hereof, (i) declared determined that the Merger and the other transactions contemplated by this Agreement Contemplated Transactions are advisable advisable, fair to, and in the best interests of the Company and its stockholders, (ii) the Company Shareholders and approved this Agreement in accordance with the provisions of the DGCLsame, (iii) directed that this Agreement and approved the Merger be submitted Ancillary Agreements to the stockholders of which the Company for their adoption and approval by written consent and Group is a party, (iv) resolved to recommend that the stockholders of the Company vote in favor of Shareholders approve the adoption of this Agreement, and (v) directed that this Agreement and the approval of the Merger. (c) This Agreement and the Ancillary Agreements have been or will be duly executed and delivered by submitted to the Company and constitute valid and binding obligations of Shareholders for adoption (such board approval in clauses (i) through (v), the Company, enforceable in accordance with their respective terms subject to the effect, if any, of applicable bankruptcy, reorganization, insolvency, moratorium and other laws affecting creditors’ rights generally from time to time in effect and to general equitable principles“Board Approval”). (d) No consentThe Shareholder Approval, approval, order or authorization of, or registration, declaration or filing with, any court, administrative agency or commission or other governmental authority or instrumentality (a “Governmental Entity”)which has been obtained as of the Agreement Date, is required by the only votes or with respect consents of the holders of any class or series of Company Capital Stock necessary to adopt or approve this Agreement, the Merger and the other matters set forth in the Written Consent, and, to the extent such approval is required, the Ancillary Agreements to which the Company in connection with is a party and the execution and delivery of this Agreement or any Ancillary Agreement or the consummation of the transactions contemplated hereby or thereby except for (i) the filing of the Certificate of Merger with the Secretary of State of Delaware or (ii) such consents, waivers, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal and state securities lawsother Contemplated Transactions.

Power, Authorization and Validity. (a) The Company 3.2.1 MSS has all requisite the right, power, legal and corporate power capacity and authority to enter into into, execute, deliver and perform its obligations under this Agreement and each other agreement and instrument to be executed by the Company pursuant to this Agreement (including the Milestone Bonus Agreements) (collectively, the “all MSS Ancillary Agreements”), and, subject to the receipt of the Company Merger Consent (as defined herein), and MSS has all requisite corporate power and authority to consummate the transactions contemplated hereby Merger. The execution, delivery and therebyperformance of this Agreement and each of the MSS Ancillary Agreements by MSS have been duly and validly approved and authorized by all necessary corporate action on the part of the Board of Directors and the shareholders of MSS. The Shareholders have the right, power, legal capacity and authority to enter into, execute, deliver and perform the Shareholders' obligations under all Shareholder Ancillary Agreements. (b) The Company Merger Consent 3.2.2 No filing, authorization, consent, approval or order, governmental or otherwise, is sufficient for necessary or required to be made or obtained by MSS or the holders of Company Capital Stock Shareholders to adopt enable MSS and the Shareholders to lawfully enter into, and to perform their respective obligations under, this Agreement, and no other corporate proceedings by the Company are necessary to authorize this Agreement or to consummate MSS Ancillary Agreements, and/or the Merger and the other transactions contemplated hereby (other than (i) such corporate proceedings that have been completed prior Shareholder Ancillary Agreements. 3.2.3 Except to the execution and delivery of this Agreement, and (ii) the filing and recordation of the Certificate of Merger and such other documents as required in accordance with the provisions of the DGCL). The Board of Directors of the Company has, as of the date hereof, (i) declared that the Merger and the other transactions contemplated by this Agreement are advisable and in the best interests of the Company and its stockholders, (ii) approved this Agreement in accordance with the provisions of the DGCL, (iii) directed that extent this Agreement and the Merger be submitted to the stockholders MSS Ancillary Agreements create obligations of the Company for their adoption Shareholders and approval by written consent and (iv) resolved to recommend that the stockholders of the Company vote in favor of the adoption of not MSS, this Agreement and the approval MSS Ancillary Agreements are, or when executed by MSS will be, valid and binding obligations of MSS enforceable against MSS in accordance with their respective terms. Except to the Merger. (c) This extent they create obligations of MSS and not the Shareholders, this Agreement and the Shareholder Ancillary Agreements have been are, or will be duly when executed and delivered by the Company and constitute Shareholders will be, valid and binding obligations of the Company, Shareholders enforceable against the Shareholders in accordance with their respective terms terms, except that (i) such enforcement may be subject to the effectbankruptcy, if any, of applicable bankruptcyinsolvency, reorganization, insolvency, moratorium and or other similar laws affecting creditors’ rights generally from time to time now or hereafter in effect relating to creditors' rights and to general equitable principles. (d) No consent, approval, order or authorization of, or registration, declaration or filing with, any court, administrative agency or commission or other governmental authority or instrumentality (a “Governmental Entity”), is required by or with respect to the Company in connection with the execution and delivery of this Agreement or any Ancillary Agreement or the consummation of the transactions contemplated hereby or thereby except for (i) the filing of the Certificate of Merger with the Secretary of State of Delaware or (ii) such consents, waivers, approvals, orders, authorizations, registrations, declarations the remedy of specific performance and filings as injunctive relief and other forms of equitable relief may be required under applicable federal subject to equitable defenses and state securities lawsto the discretion of the court before which any proceeding therefor may be brought.

Power, Authorization and Validity. (a) 2.2.1 The Company has all requisite legal and the corporate right, power and authority to enter into and perform its obligations under this Agreement and each other agreement and instrument all agreements to which the Company is or will be a party that are required to be executed by the Company pursuant to this Agreement (including the Milestone Bonus "Company Ancillary Agreements") (collectivelyand the transactions contemplated hereby and thereby. This Agreement and the Company Ancillary Agreements have been duly and validly authorized by all necessary corporate action on the part of the Company, including, without limitation, the “requisite approval of the Company's stockholders in connection with the consummation of the Merger. Each Shareholder has the legal power and capacity to enter into and perform his or her obligations under this Agreement and all agreements to which such Shareholder is or will be a party that are required to be executed pursuant to this Agreement (the "Shareholder Ancillary Agreements”), and, subject to the receipt of the Company Merger Consent (as defined herein), to consummate ") and the transactions contemplated hereby and thereby. 2.2.2 No filing, authorization or approval, governmental or otherwise, is necessary to enable the Company or the Shareholders to enter into, and to perform their respective obligations under, this Agreement, the Company Ancillary Agreements and the Shareholder Ancillary Agreements, except for (a) the filing of the Agreement of Merger with the Secretary of State of the State of Delaware and the State of Maryland Department of Assessments and Taxation, the filing of such officers' certificates and other documents as are required to effectuate the Merger under Delaware and Maryland law and the filing of appropriate documents with the relevant authorities of the states in which the Company is qualified to do business, (b) The Company Merger Consent is sufficient for the holders of Company Capital Stock such filings as may be required to adopt this Agreementcomply with federal and state securities laws, and no other corporate proceedings by the Company are necessary to authorize this Agreement or to consummate the Merger and the other transactions contemplated hereby (other than (i) such corporate proceedings that have been completed prior to the execution and delivery of this Agreement, and (ii) the filing and recordation of the Certificate of Merger and such other documents as required in accordance with the provisions of the DGCL). The Board of Directors of the Company has, as of the date hereof, (i) declared that the Merger and the other transactions contemplated by this Agreement are advisable and in the best interests of the Company and its stockholders, (ii) approved this Agreement in accordance with the provisions of the DGCL, (iii) directed that this Agreement and the Merger be submitted to the stockholders of the Company for their adoption and approval by written consent and (iv) resolved to recommend that the stockholders of the Company vote in favor of the adoption of this Agreement and the approval of the Merger. (c) filings required under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended, and the rules and regulations thereunder (the "HSR Act") and (d) consents required under agreements set forth in Item 2.5 as exceptions to the representation made in the last sentence of Section 2.5. 2.2.3 This Agreement and the Company Ancillary Agreements have been are, or will be duly when executed and delivered by the Company and constitute the other parties thereto will be, valid and binding obligations of the Company, Company enforceable against the Company in accordance with their respective terms subject terms, except as to the effect, if any, of (a) applicable bankruptcy, reorganization, insolvency, moratorium bankruptcy and other similar laws affecting creditors’ the rights of creditors generally from time to time in effect and to general (b) rules of law governing specific performance, injunctive relief and other equitable principles. (d) No consentremedies; provided, approvalhowever, order or authorization ofthat the Company Ancillary Agreements will not be effective until the Effective Time. This Agreement and the Shareholder Ancillary Agreements are, or registrationwhen executed and delivered by the respective Shareholders and the other parties thereto will be, declaration or filing withvalid and binding obligations of such Shareholders enforceable against such Shareholders in accordance with their respective terms, any court, administrative agency or commission or other governmental authority or instrumentality (a “Governmental Entity”), is required by or with respect except as to the Company in connection with effect, if any, of (a) applicable bankruptcy and other similar laws affecting the execution rights of creditors generally and delivery (b) rules of this Agreement or any law governing specific performance, injunctive relief and other equitable remedies; provided, however, that the Shareholder Ancillary Agreement or Agreements will not be effective until the consummation of the transactions contemplated hereby or thereby except for (i) the filing of the Certificate of Merger with the Secretary of State of Delaware or (ii) such consents, waivers, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal and state securities lawsEffective Time.

Power, Authorization and Validity. (a) The Company Acquirer has all the requisite legal and corporate power and authority to enter into and perform its obligations under this Agreement and each other agreement of the Acquirer Ancillary Agreements. The execution, delivery and instrument to be executed by the Company pursuant to performance of this Agreement and the Acquirer Ancillary Agreements, and the Mergers, have been duly and validly approved and authorized by Acquirer in material compliance with all Applicable Laws and in compliance with Acquirer’s Certificate of Incorporation and Bylaws, each as amended, and this Agreement has been duly executed and delivered by Acquirer, Sub 1 and Sub 2. The issuance of shares of Acquirer Common Stock in the First Merger does not require the approval of Acquirer’s stockholders. Each of Sub 1 and Sub 2 has the requisite corporate or limited liability company power and authority to enter into, execute, deliver and perform its obligations under this Agreement, and each of the Sub Ancillary Agreements. The execution, delivery and performance of this Agreement and all other Sub Ancillary Agreements by Sub 1 and Sub 2 have been duly and validly approved and authorized by Sub 1’s Board of Directors and Sub 2’s Sole Manager, and by Acquirer as the sole stockholder of Sub 1 and sole member of Sub 2, in material compliance with all Applicable Laws (including the Milestone Bonus Agreementswithout limitation Delaware Law) (collectivelyand in compliance with Sub 1’s and Sub 2’s Certificate of Incorporation and Bylaws or other charter documents, the “Ancillary Agreements”), and, subject to the receipt of the Company Merger Consent (each as defined herein), to consummate the transactions contemplated hereby and therebyamended. (b) The Company Merger Consent No filing, authorization, consent or approval, governmental or otherwise, is sufficient for the holders of Company Capital Stock necessary to adopt enable Acquirer, Sub 1 and Sub 2 to enter into, and to perform their respective obligations under, this Agreement, and no other corporate proceedings by the Company are necessary to authorize this Agreement Acquirer Ancillary Agreements or to consummate the Merger and the other transactions contemplated hereby (other than Sub Ancillary Agreements, except for: (i) such corporate proceedings that have been completed prior post-closing filings as may be required to the execution comply with United States federal and delivery of this Agreement, and state securities laws; (ii) the filing by Acquirer of such reports and recordation of information with the Certificate of Merger SEC under the Exchange Act, and such other documents the rules and regulations promulgated by the SEC thereunder, as may be required in accordance connection with this Agreement, the provisions of the DGCL). The Board of Directors of the Company has, as of the date hereof, (i) declared that the Merger Mergers and the other transactions contemplated by this Agreement are advisable Agreement; and in the best interests of the Company and its stockholders, (ii) approved this Agreement in accordance with the provisions of the DGCL, (iii) directed such other consents, approvals, permits, orders, authorizations, registrations, declarations and filings, if any, that if not made or obtained by Acquirer, Sub 1 or Sub 2 would not be material to Acquirer’s, Sub 1’s or Sub 2’s ability to consummate the Mergers or to perform their respective obligations under this Agreement Agreement, the Acquirer Ancillary Agreements and the Merger be submitted to the stockholders of the Company for their adoption and approval by written consent and (iv) resolved to recommend that the stockholders of the Company vote in favor of the adoption of this Agreement and the approval of the MergerSub Ancillary Agreements, respectively. (c) This Agreement and the Acquirer Ancillary Agreements have been are, or when executed by Acquirer will be duly executed and delivered by the Company and constitute be, valid and binding obligations of the Company, Acquirer enforceable against Acquirer in accordance with their respective terms terms, subject only to the effect, if any, of applicable bankruptcy, reorganization, insolvency, moratorium and other laws affecting creditors’ rights generally from time to time in effect and to general equitable principles. (d) No consent, approval, order or authorization of, or registration, declaration or filing with, any court, administrative agency or commission or other governmental authority or instrumentality (a “Governmental Entity”), is required by or with respect to the Company in connection with the execution and delivery of this Agreement or any Ancillary Agreement or the consummation of the transactions contemplated hereby or thereby except for (i) applicable bankruptcy and other similar laws affecting the filing rights of the Certificate of Merger with the Secretary of State of Delaware or creditors generally, and (ii) such consentsrules of law governing specific performance, waiversinjunctive relief and other equitable remedies. This Agreement and the Sub Ancillary Agreements are, approvalsor when executed by Sub 1 and Sub 2 will be, ordersvalid and binding obligations of Sub 1 and Sub 2, authorizationsrespectively, registrationsenforceable against Sub 1 and Sub 2 in accordance with their respective terms, declarations subject only to the effect, if any, of (i) applicable bankruptcy and filings as may be required under applicable federal other similar laws affecting the rights of creditors generally, and state securities laws(ii) rules of law governing specific performance, injunctive relief and other equitable remedies.

Power, Authorization and Validity. (a) The 2.2.1 Each of the Company and Seller has all requisite legal and corporate power and authority to enter into this Agreement, and perform its obligations under this Agreement all agreements to which Seller (the “Seller Ancillary Agreements”) and each other agreement and instrument to be executed by the Company pursuant to this Agreement (including the Milestone Bonus Agreements) (collectively, the “Company Ancillary Agreements”), andrespectively, subject is or will be a party, that are required to the receipt of the Company Merger Consent (as defined herein), be executed pursuant to this Agreement and to consummate the transactions contemplated hereby and thereby. (b) . The Company Merger Consent is sufficient for the holders of Company Capital Stock to adopt this Agreement, and no other corporate proceedings by the Company are necessary to authorize this Agreement or to consummate the Merger and the other transactions contemplated hereby (other than (i) such corporate proceedings that have been completed prior to the execution and delivery of this Agreement, the Seller Ancillary Agreements, the Company Ancillary Agreements and (ii) the filing and recordation consummation of the Certificate of Merger and such other documents as required in accordance with the provisions of the DGCL). The Board of Directors of the Company has, as of the date hereof, (i) declared that the Merger and the other transactions contemplated hereby and thereby, have been duly authorized by this Agreement are advisable and in all necessary corporate action on the best interests part of the Company and its stockholdersSeller. This Agreement has been, (ii) approved this Agreement in accordance with the provisions of the DGCL, (iii) directed that this Agreement and the Merger be submitted to the stockholders each of the Company for their adoption and approval by written consent and (iv) resolved to recommend that the stockholders of the Company vote in favor of the adoption of this Agreement Ancillary Agreements and the approval of the Merger. (c) This Agreement and the Seller Ancillary Agreements have been or will be be, duly executed and delivered by the Company and constitute Seller and constitutes the valid and binding obligations obligation of each of the CompanyCompany and Seller, enforceable against the Company and Seller in accordance with their respective terms its terms, subject only to the effect, if any, of (i) applicable bankruptcy, reorganization, insolvency, moratorium bankruptcy and other similar laws affecting creditors’ the rights of creditors generally from time to time in effect and to general (ii) rules of law governing specific performance, injunctive relief and other equitable principlesremedies. 2.2.2 Except as set forth in Schedule 2.2.2 of the Seller Disclosure Letter, the execution and delivery of this Agreement by the Company and Seller and the consummation of the transactions contemplated hereby do not, and the execution and delivery of the Company Ancillary Agreements and the Seller Ancillary Agreements and the consummation of the transactions contemplated thereby will not, (di) result in the creation of any Encumbrance on the Company Shares or the Non-U.S. Assets or any of the properties or assets related to the Company Business (other than the Non-Business Items) or (ii) conflict with, or result in any violation of or default under (with or without notice or lapse of time, or both), or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any benefit under or any other material rights, or require any consent, approval or waiver from any Person pursuant to, (A) any provision of the Certificate of Incorporation or Bylaws or other comparable governing documents of the Company, Seller or any other member of the Seller Group, (B) any Contract of the Company or the Seller Group, relating to the Company Business, or any Contract applicable to any of the properties or assets related to the Company Business, or (C) any Law applicable to Seller or any Subsidiary or any of their respective properties or assets except, in each case provided in clauses (i) and (ii) above other than clause (ii)(A), where the Encumbrance, conflict, violation or default would not have a Material Adverse Effect. 2.2.3 No consent, approval, order or authorization of, or registration, declaration or filing with, any court, administrative agency or commission or other governmental authority or instrumentality (a “Governmental Entity”), Entity is required by the Company, or the Seller Group with respect to the Company Business or the Company Shares or the Non-U.S. Assets or Non-U.S. Liabilities, in connection with the execution and delivery of this Agreement or any Ancillary Agreement or the consummation of the transactions contemplated hereby or thereby hereby, except for (i) where the filing of failure to obtain the Certificate of Merger with the Secretary of State of Delaware or (ii) such consents, waivers, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal and state securities lawsforegoing would not have a Material Adverse Effect.

Power, Authorization and Validity. (a) The Company 3.2.1 Acquiror has all requisite the right, power, legal and corporate power capacity and authority to enter into and perform its obligations under this Agreement Agreement, and each other agreement and instrument all agreements to which Acquiror is or will be a party that are required to be executed by the Company pursuant to this Agreement (including the Milestone Bonus Agreements) (collectively, the “Acquiror Ancillary Agreements”). Merger Sub has the right, andpower, subject legal capacity and authority to the receipt of the Company Merger Consent (as defined herein), to consummate the transactions contemplated hereby enter into and thereby. (b) The Company Merger Consent is sufficient for the holders of Company Capital Stock to adopt perform its obligations under this Agreement, and no other corporate proceedings by the Company all agreements to which Merger Sub is or will be a party that are necessary required to authorize be executed pursuant to this Agreement or to consummate (the “Merger and the other transactions contemplated hereby (other than (i) such corporate proceedings that have been completed prior to the execution and delivery of this Agreement, and (ii) the filing and recordation of the Certificate of Merger and such other documents as required in accordance with the provisions of the DGCLSub Ancillary Agreements”). The execution, delivery and performance of this Agreement and the Acquiror Ancillary Agreements have been duly and validly approved and authorized by Acquiror’s Board of Directors of the Company has, as of the date hereof, (i) declared that the Merger in compliance with applicable law and the other transactions contemplated by this Agreement are advisable certificate of incorporation and in the best interests bylaws of the Company Acquiror. The execution, delivery and its stockholders, (ii) approved this Agreement in accordance with the provisions performance of the DGCL, (iii) directed that this Agreement and the Merger be submitted Sub Ancillary Agreements have been duly and validly approved and authorized by Merger Sub’s Board of Directors and sole stockholder in compliance with applicable law and the certificate of incorporation and bylaws of Merger Sub. 3.2.2 No filing, authorization or approval, governmental or otherwise, is necessary to the stockholders of the Company for their adoption enable Acquiror to enter into, and approval by written consent and (iv) resolved to recommend that the stockholders of the Company vote in favor of the adoption of perform its obligations under, this Agreement and the approval of the Merger. (c) This Acquiror Ancillary Agreements or to enable Merger Sub to enter into, and to perform its obligations under, this Agreement and the Merger Sub Ancillary Agreements have been or will be duly executed and delivered by the Company and constitute valid and binding obligations of the CompanyAgreements, enforceable in accordance with their respective terms subject to the effect, if any, of applicable bankruptcy, reorganization, insolvency, moratorium and other laws affecting creditors’ rights generally from time to time in effect and to general equitable principles. (d) No consent, approval, order or authorization of, or registration, declaration or filing with, any court, administrative agency or commission or other governmental authority or instrumentality (a “Governmental Entity”), is required by or with respect to the Company in connection with the execution and delivery of this Agreement or any Ancillary Agreement or the consummation of the transactions contemplated hereby or thereby except for (ia) the filing of the Certificate of Merger with the Delaware Secretary of State and the filing of Delaware or appropriate documents with the relevant authorities of other states in which Acquiror is qualified to do business, if any, (iib) the approval of the holders of Acquiror Capital Stock (“Acquiror Capital Stockholders”) of the transactions contemplated hereby, (c) the filing of a registration statement on Form S-4 with the SEC covering the issuance of the shares of Acquiror Common Stock in the Merger, (d) the filing of a registration statement on Form S-8 with the SEC after the Closing Date covering the shares of Acquiror Common Stock issuable pursuant to Target Options assumed by Acquiror, (e) such consents, waivers, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable to comply with federal and state securities lawslaws and the rules and regulations of the Nasdaq Stock Market, and (f) such other filings, authorizations or approvals which, if not obtained or made, could not reasonably be expected to have a Material Adverse Effect on Acquiror and would not prevent, materially alter or delay the consummation of the Merger or the other transactions contemplated by this Agreement. 3.2.3 This Agreement and the Acquiror Ancillary Agreements are, or when executed by Acquiror will be, valid and binding obligations of Acquiror enforceable in accordance with their respective terms and this Agreement and the Merger Sub Ancillary Agreements are, or when executed by Merger Sub will be, valid and binding obligations of Merger Sub enforceable in accordance with their respective terms, except in each case as to the effect, if any, of (a) applicable bankruptcy and other similar laws affecting the rights of creditors generally, (b) rules of law governing specific performance, injunctive relief and other equitable remedies and (c) the enforceability of provisions requiring indemnification in connection with the offering, issuance or sale of securities; provided, however, that the Certificate of Merger will not be effective until filed with the Delaware Secretary of State.

Power, Authorization and Validity. (a) 3.2.1 The Company has all requisite legal and corporate the right, power and authority to enter into into, execute, deliver and perform its obligations under this Agreement and each other agreement and instrument to be executed by all the Company pursuant to this Agreement (including the Milestone Bonus Agreements) (collectively, the “Ancillary Agreements”), and, subject to the receipt of and the Company Merger Consent (as defined herein), has all requisite corporate power and authority to consummate the transactions contemplated hereby and thereby. (b) The Company Merger Consent is sufficient for the holders of Company Capital Stock to adopt this Merger. This Agreement, and no other corporate proceedings by the Company are necessary to authorize this Agreement or to consummate Ancillary Agreements, the Merger and all of the other transactions contemplated hereby (other than (i) such corporate proceedings that principal terms of each of the foregoing have been completed prior to the execution duly and delivery of this Agreement, and (ii) the filing and recordation of the Certificate of Merger and such other documents as required in accordance with the provisions of the DGCL). The Board of Directors of the Company has, as of the date hereof, (i) declared that the Merger and the other transactions contemplated validly approved by this Agreement are advisable and in the best interests of the Company and its stockholders, (ii) approved this Agreement in accordance with the provisions of the DGCL, (iii) directed that this Agreement and the Merger be submitted to the stockholders of the Company for their adoption in compliance with applicable law (including without limitation the Delaware General Corporation Law) and approval by written consent the Certificate of Incorporation and (iv) resolved to recommend that the stockholders Bylaws of the Company, both as amended. The execution, delivery and performance by the Company vote in favor of the adoption of this Agreement and the approval each of the Merger. (c) This Agreement and the Company Ancillary Agreements have been or will duly and validly approved and authorized by all necessary corporate action on the part of the Company's Board of Directors. Each of the Principal Company Stockholders has the right, power and legal capacity and authority to enter into, execute, deliver and perform such Principal Company Stockholder's respective obligations under this Agreement and each of the Principal Company Stockholder Ancillary Agreements to be duly executed and delivered by such Principal Company Stockholder. The holders of shares of Company Common Stock, or shares of Company Preferred Stock, which in the Company and aggregate constitute valid and binding obligations at least 90% of the Company, enforceable in accordance with their respective terms subject total number of (a) all shares of Company Common Stock that are issued and outstanding plus (b) all shares of Company Common Stock that are issuable upon the conversion of all shares of Company Preferred Stock that are issued and outstanding (such total number of shares is referred to the effect, if any, of applicable bankruptcy, reorganization, insolvency, moratorium and other laws affecting creditors’ rights generally from time to time in effect and to general equitable principles. (d) No consent, approval, order or authorization of, or registration, declaration or filing with, any court, administrative agency or commission or other governmental authority or instrumentality (a “Governmental Entity”as "TOTAL COMPANY VOTING SHARES"), is required by or with respect have executed and delivered to the Company written Company Stockholder Agreements and Consents in connection with substantially the execution form set forth in Exhibit E hereto ("COMPANY STOCKHOLDER CONSENTS"); and delivery of each such holder has the right, power and legal capacity and authority to enter into, execute, deliver and perform such holder's obligations under such Company Stockholder Consents. 3.2.2 No filing, authorization, consent, approval or order, governmental or otherwise, is necessary or required to enable the Company to lawfully enter into, and to perform its obligations under, this Agreement or any Ancillary Agreement or the consummation and each of the transactions contemplated hereby Company Ancillary Agreements or thereby to enable the Principal Company Stockholders to lawfully enter into, and to perform such stockholder's obligations under, each of the Principal Company Stockholder Ancillary Agreements, except for (ia) the filing of the Agreement of Merger (and related officers' certificates) or Certificate of Merger with the Delaware Secretary of State of Delaware or (ii) and any such consents, waivers, approvals, orders, authorizations, registrations, declarations and filings further documents as may be required under applicable federal the Delaware General Corporation Law to effect the Merger; and state securities laws(b) such filings and notifications as may be required to be made by the Company and/or any Principal Company Stockholder in connection with the Merger under the Hart-▇▇▇▇▇-▇▇▇▇▇▇ ▇▇▇itrust Improvements Act of 1976, as amended (the "HSR ACT").

Power, Authorization and Validity. (a) The Company 3.2.1 FTI has all requisite the right power, legal and corporate power capacity and authority to enter into into, execute, deliver and perform its obligations under under, this Agreement and each other agreement and instrument to be executed by the Company pursuant to this Agreement (including the Milestone Bonus Agreements) (collectivelyAgreement, the “Merger Certificates and all FTI Ancillary Agreements”), and, subject to the receipt of the Company Merger Consent (as defined herein), and to consummate the transactions contemplated hereby and thereby. (b) The Company Merger Consent is sufficient for the holders of Company Capital Stock to adopt this AgreementMerger, and no other corporate proceedings by the Company are necessary to authorize this Agreement or whether HNC elects to consummate the Merger through a Stock Conversion or through a Cash Conversion. The execution, delivery and the other transactions contemplated hereby (other than (i) such corporate proceedings that have been completed prior to the execution and delivery performance by FTI of this Agreement, and (ii) the filing and recordation each of the Certificate of Merger and such other documents as required in accordance with the provisions of the DGCL). The Board of Directors of the Company hasFTI Ancillary Agreements, as of the date hereof, (i) declared that the Merger and FTI's consummation of the other transactions Merger as contemplated by this Agreement are advisable (whether HNC elects to consummate the Merger through a Stock Conversion or through a Cash Conversion) have each been duly and validly approved and authorized by all necessary corporate action on the part of FTI's Board of Directors and shareholders in compliance with all applicable laws (including without limitation the best interests Illinois Business Corporation Act) and the Articles of Incorporation and Bylaws of FTI, each as amended to date. Each FTI Shareholder has the Company right, power, legal capacity and its stockholdersauthority to enter into, (ii) approved this Agreement in accordance with the provisions of the DGCLexecute, (iii) directed that deliver, and perform their respective obligations under, this Agreement and the Merger be submitted to the stockholders each of the Company for their adoption and approval by written consent and (iv) resolved to recommend that the stockholders of the Company vote in favor of the adoption of this Agreement and the approval of the Merger. (c) This Agreement and the FTI Shareholder Ancillary Agreements have been or will to be duly executed and delivered by the Company Founder and constitute such other FTI Shareholders pursuant to this Agreement. 3.2.2 No filing, authorization, consent, approval or order, governmental or otherwise, is necessary or required to be made or obtained by FTI, the Founder or any other FTI Shareholder to enable FTI, the Founder or any other FTI Shareholder to lawfully enter into, and to perform its or his respective obligations under, this Agreement, each of FTI Ancillary Agreements and each of the FTI Shareholder Ancillary Agreements to which FTI the Founder or any such other FTI Shareholder is to be a party pursuant to this Agreement, except for: (a) the filing of the Delaware Certificate of Merger with the Delaware Secretary of State and any such further documents as may be required under the Delaware General Corporation Law to effect the Merger; (b) the filing of the Illinois Articles of Merger with the Illinois Secretary of State and any such further documents as may be required under the Illinois Business Corporation Act to effect the Merger. 3.2.3 This Agreement and each of FTI Ancillary Agreements are, or when executed by FTI will be, valid and binding obligations of the CompanyFTI, enforceable against FTI in accordance with their respective terms terms, subject only to the effect, if any, effect of (a) applicable bankruptcy, reorganization, insolvency, moratorium bankruptcy and other similar laws 16 affecting the rights of creditors generally and (b) rules of law and equity governing the availability of specific performance, injunctive relief and other equitable remedies. This Agreement and each of the FTI Shareholder Ancillary Agreements are, or when executed by the Founder or by any other FTI Shareholder who is a party thereto will be, a valid and binding obligation of the Founder or such other FTI Shareholder, enforceable against the Founder or such other FTI Shareholder in accordance with their respective terms, subject only to the effect of (a) applicable bankruptcy and other similar laws affecting creditors’ the rights of creditors generally from time to time in effect and to general (b) rules of law and equity governing the availability of specific performance, injunctive relief and other equitable principlesremedies. (d) No consent, approval, order or authorization of, or registration, declaration or filing with, any court, administrative agency or commission or other governmental authority or instrumentality (a “Governmental Entity”), is required by or with respect to the Company in connection with the execution and delivery of this Agreement or any Ancillary Agreement or the consummation of the transactions contemplated hereby or thereby except for (i) the filing of the Certificate of Merger with the Secretary of State of Delaware or (ii) such consents, waivers, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal and state securities laws.

Power, Authorization and Validity. (a) The Company Acquirer has all requisite legal and the corporate power and authority to enter into and perform its obligations under this Agreement and each other agreement all Acquirer Ancillary Agreements. The execution, delivery and instrument to be executed by the Company pursuant to performance of this Agreement (including and the Milestone Bonus Agreements) (collectively, the “Acquirer Ancillary Agreements”), andand the Merger, subject have been duly and validly approved and authorized by Acquirer, and this Agreement has been duly executed and delivered by Acquirer. Sub has the corporate power and authority to enter into and perform its obligations under this Agreement and all Sub Ancillary Agreements. The execution, delivery and performance of this Agreement and the receipt of Sub Ancillary Agreements, and the Company Merger Consent (as defined herein)Merger, to consummate the transactions contemplated hereby have been duly and therebyvalidly approved and authorized by Sub, and this Agreement has been duly executed and delivered by Sub. (b) The Company Merger Consent is sufficient for the holders of Company Capital Stock to adopt this AgreementNo filing, and no other corporate proceedings by the Company are necessary to authorize this Agreement or to consummate the Merger and the other transactions contemplated hereby (other than (i) such corporate proceedings that have been completed prior to the execution and delivery of this Agreementauthorization, and (ii) the filing and recordation of the Certificate of Merger and such other documents as required in accordance with the provisions of the DGCL). The Board of Directors of the Company has, as of the date hereof, (i) declared that the Merger and the other transactions contemplated by this Agreement are advisable and in the best interests of the Company and its stockholders, (ii) approved this Agreement in accordance with the provisions of the DGCL, (iii) directed that this Agreement and the Merger be submitted to the stockholders of the Company for their adoption and approval by written consent and (iv) resolved to recommend that the stockholders of the Company vote in favor of the adoption of this Agreement and the approval of the Merger. (c) This Agreement and the Ancillary Agreements have been or will be duly executed and delivered by the Company and constitute valid and binding obligations of the Company, enforceable in accordance with their respective terms subject to the effect, if any, of applicable bankruptcy, reorganization, insolvency, moratorium and other laws affecting creditors’ rights generally from time to time in effect and to general equitable principles. (d) No consent, approval, order permit, order, registration or authorization ofdeclaration, governmental or registration, declaration or filing with, any court, administrative agency or commission or other governmental authority or instrumentality (a “Governmental Entity”)otherwise, is required by or with respect necessary to enable Acquirer and Sub to enter into, and to perform their respective obligations under, this Agreement, the Company in connection with the execution and delivery of this Agreement or any Acquirer Ancillary Agreement Agreements or the consummation of the transactions contemplated hereby or thereby Sub Ancillary Agreements, except for for: (i) the filing of the Certificate of Merger with the Delaware Secretary of State of Delaware or State; (ii) the filing by Acquirer with the SEC of such consentsreports and information under the Exchange Act, waiversand the rules and regulations promulgated by the SEC thereunder, approvals, orders, authorizations, registrations, declarations and filings as may be required in connection with this Agreement, the Merger and the other transactions contemplated by this Agreement; (iii) upon its eligibility to do so, the filing by Acquirer with the SEC of the Form S-8 registration statement to be filed by Acquirer pursuant to this Agreement; and (iv) such other filings, authorizations, consents, approvals, permits, orders, registrations and declarations, if any, that if not made or obtained by Acquirer or Sub would not be material to Acquirer’s or Sub’s ability to consummate the Merger or to perform their respective obligations under this Agreement, the Acquirer Ancillary Agreements and the Sub Ancillary Agreements. (c) This Agreement and the Acquirer Ancillary Agreements are, or when executed by Acquirer will be, valid and binding obligations of Acquirer enforceable against Acquirer in accordance with their respective terms, subject only to the effect, if any, of (i) applicable federal bankruptcy and state securities lawsother similar laws affecting the rights of creditors generally and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies. This Agreement and the Sub Ancillary Agreements are, or when executed by Sub will be, valid and binding obligations of Sub enforceable against Sub in accordance with their respective terms, subject only to the effect, if any, of (i) applicable bankruptcy and other similar laws affecting the rights of creditors generally and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies.

Power, Authorization and Validity. (a) The Company Acquirer has all requisite the right, power, legal and corporate power capacity and authority to: (i) to carry on its business as now conducted and as proposed to be conducted; (ii) to own, use and lease its properties in the manner in which its properties are currently owned, used and leased and in the manner in which its properties are proposed to be owned, used and leased; and (iii) enter into and perform its obligations under this Agreement and each all other agreement and instrument Merger Agreements to which Acquirer is or will be a party that are required to be executed by the Company pursuant to this Agreement (including the Milestone Bonus Agreements) (collectivelycollectively with this Agreement, the “Ancillary Agreements”"ACQUIRER MERGER AGREEMENTS"). The execution, and, subject to the receipt delivery and performance of the Company Acquirer Merger Consent (Agreements have been duly and validly approved and authorized by Acquirer's Board of Directors, and as defined herein)required, to consummate the transactions contemplated hereby and therebyby Merger Sub's Board of Directors. (b) The Company Merger Consent No filing, authorization or approval, governmental or otherwise, is sufficient for the holders of Company Capital Stock to adopt this Agreement, and no other corporate proceedings by the Company are necessary to authorize this Agreement or enable Acquirer to consummate enter into and perform its obligations under the Acquirer Merger and the other transactions contemplated hereby (other than (i) such corporate proceedings that have been completed prior to the execution and delivery of this AgreementAgreements, and (ii) the filing and recordation of the Certificate of Merger and such other documents as required in accordance with the provisions of the DGCL). The Board of Directors of the Company has, as of the date hereof, (i) declared that the Merger and the other transactions contemplated by this Agreement are advisable and in the best interests of the Company and its stockholders, (ii) approved this Agreement in accordance with the provisions of the DGCL, (iii) directed that this Agreement and the Merger be submitted to the stockholders of the Company for their adoption and approval by written consent and (iv) resolved to recommend that the stockholders of the Company vote in favor of the adoption of this Agreement and the approval of the Merger. (c) This Agreement and the Ancillary Agreements have been or will be duly executed and delivered by the Company and constitute valid and binding obligations of the Company, enforceable in accordance with their respective terms subject to the effect, if any, of applicable bankruptcy, reorganization, insolvency, moratorium and other laws affecting creditors’ rights generally from time to time in effect and to general equitable principles. (d) No consent, approval, order or authorization of, or registration, declaration or filing with, any court, administrative agency or commission or other governmental authority or instrumentality (a “Governmental Entity”), is required by or with respect to the Company in connection with the execution and delivery of this Agreement or any Ancillary Agreement or the consummation of the transactions contemplated hereby or thereby except for for: (i) the filing of the Certificate of Merger with the Delaware Secretary of State and the filing of Delaware or appropriate documents with the relevant authorities of other states in which Acquirer is qualified to do business, if any; (ii) such consents, waivers, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable to comply with federal and state securities laws; and (iii) such other approvals as set forth in Section 5.2(b) of the Target Disclosure Schedule. (c) The Acquirer Merger Agreements are, or when executed by Acquirer will be, valid and binding obligations of Acquirer enforceable in accordance with their respective terms, except as to the effect, if any, of: (i) applicable bankruptcy and other similar laws affecting the rights of creditors generally; (ii) rules of law governing specific performance, injunctive relief and other equitable remedies; and (iii) the enforceability of provisions requiring indemnification in connection with the offering, issuance or sale of securities; provided, however, that the Certificate of Merger will not be effective until filed with the Delaware Secretary of State.

Power, Authorization and Validity. (a) 3.2.1 The Company has all requisite the right, power, legal and corporate power capacity, and authority to enter into into, execute, deliver, and perform its obligations under this Agreement and each other agreement and instrument to be executed by all the Company pursuant to this Agreement (including the Milestone Bonus Agreements) (collectively, the “Ancillary Agreements”), and, subject to the receipt of and the Company Merger Consent (as defined herein), has all requisite corporate power and authority to consummate the transactions contemplated hereby and thereby. (b) The Company Merger Consent is sufficient for the holders of Company Capital Stock to adopt this Merger. This Agreement, the Agreement of Merger, the Merger, and no other corporate proceedings by all of the Company are necessary to authorize this Agreement or to consummate principal terms of each of the Merger and the other transactions contemplated hereby (other than (i) such corporate proceedings that foregoing have been completed prior to the execution duly and delivery of this Agreement, and (ii) the filing and recordation of the Certificate of Merger and such other documents as required in accordance with the provisions of the DGCL). The Board of Directors of the Company has, as of the date hereof, (i) declared that the Merger and the other transactions contemplated validly approved by this Agreement are advisable and in the best interests of the Company and its stockholders, (ii) approved this Agreement in accordance with the provisions of the DGCL, (iii) directed that this Agreement and the Merger be submitted to the stockholders of the Company for their adoption in compliance with applicable law (including without limitation the California Corporations Code) and approval by written consent the Articles of Incorporation and (iv) resolved to recommend that the stockholders Bylaws of the Company, both as amended. The execution, delivery and performance by the Company vote in favor of the adoption of this Agreement and the approval each of the Merger. (c) This Agreement and the Company Ancillary Agreements have been or will duly and validly approved and authorized by all necessary corporate action on the part of the Company's Board of Directors. Each of the CR Stockholders has the right, power, legal capacity and authority to enter into, execute, deliver, and perform his respective obligations under this Agreement and each of the CR Stockholder Ancillary Agreements to be duly executed and delivered by such CR Stockholder. 3.2.2 No filing, authorization, consent, approval or order, governmental or otherwise, is necessary or required to be made or obtained by the Company or any CR Stockholder to enable the Company or such CR Stockholder to lawfully enter into, and constitute to perform its or his obligations under, this Agreement, each of the Company Ancillary Agreements and each of the CR Stockholder Ancillary Agreements, except for (a) the filing of the Agreement of Merger (or the Certificate of Merger) with the Delaware Secretary of State and any such further documents as may be required under the Delaware General Corporation Law to effect the Merger; (b) the filing of the Agreement of Merger (and related officers' certificates) with the California Secretary of State and any such further documents as may be required under the California Corporations Code to effect the Merger; and (c) such filings and notifications as may be required to be made by the Company and/or any CR Stockholder in connection with the Merger under the Hart-▇▇▇▇▇-▇▇▇▇▇▇ ▇▇▇itrust Improvements Act of 1976, as amended (the "HSR ACT"). 3.2.3 This Agreement and each of the Company Ancillary Agreements are, or when executed by the Company will be, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms terms, subject only to the effect, if any, effect of (a) applicable bankruptcy, reorganization, insolvency, moratorium bankruptcy and other similar laws affecting creditors’ the rights of creditors generally from time to time in effect and to general (b) rules of law and equity governing specific performance, injunctive relief and other equitable principles. (d) No consent, approval, order or authorization ofremedies. This Agreement and each of the CR Stockholder Ancillary Agreements are, or registrationwhen executed by a CR Stockholder will be, declaration or filing witha valid and binding obligation of such CR Stockholder, any courtenforceable against such CR Stockholder in accordance with their respective terms, administrative agency or commission or other governmental authority or instrumentality (a “Governmental Entity”), is required by or with respect subject only to the Company in connection with effect of (a) applicable bankruptcy and other similar laws affecting the execution rights of creditors generally and delivery (b) rules of this Agreement or any Ancillary Agreement or the consummation of the transactions contemplated hereby or thereby except for (i) the filing of the Certificate of Merger with the Secretary of State of Delaware or (ii) such consentslaw and equity governing specific performance, waivers, approvals, orders, authorizations, registrations, declarations injunctive relief and filings as may be required under applicable federal and state securities lawsother equitable remedies.

Power, Authorization and Validity. (a) The Company 3.2.1 GALT has all requisite legal and the full corporate right, power and authority to enter into into, execute, deliver and perform its obligations under this Agreement and each other agreement and instrument or document to which GALT is to be executed a party or which GALT is to execute pursuant to, or with Intuit concurrently with the execution of, this Agreement, including the Intuit Loan Agreement (as defined in Section 6.2) and the Services Agreement being entered into by and between GALT and Intuit concurrently with their execution of this Agreement (collectively, the Company pursuant "GALT ANCILLARY AGREEMENTS"), and GALT has all requisite corporate power and authority to consummate the Merger in accordance with the terms of this Agreement (including but not limited to the Milestone Bonus Agreements) provisions of Section 2.11), subject to obtaining the requisite approval of the Merger by GALT's shareholders. The execution, delivery and performance of this Agreement and each of the GALT Ancillary Agreements have been duly and validly approved and authorized by all necessary corporate action on the part of GALT's Board of Directors. To the best knowledge of GALT, Robe▇▇ ▇▇▇▇▇▇, ▇▇el ▇▇▇▇▇ ▇▇▇ Davi▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ree principal shareholders of GALT (collectively, the “"PRINCIPAL SHAREHOLDERS") have all requisite power and authority to enter into the Non-Competition Agreements and GALT Affiliate Agreements they are required to execute and deliver to Intuit pursuant to Section 9. 3.2.2 No filing, authorization, consent, approval or order, governmental or otherwise, is necessary or required to enable GALT to enter into, and to perform its obligations under, this Agreement and/or any of the GALT Ancillary Agreements”), and, subject to except for (a) the receipt filing of the Company Agreement of Merger Consent with the offices of the Delaware Secretary of State and the filing of the Articles of Merger with the Pennsylvania Department of State and the filing of appropriate documents with the relevant authorities of other states in which GALT is qualified to do business, if any, (b) such filings as defined herein)may be required to comply with federal and state securities laws, to consummate and (c) the approval by the GALT shareholders of the transactions contemplated hereby and therebyhereby. (b) The Company Merger Consent is sufficient for the holders of Company Capital Stock to adopt this Agreement, and no other corporate proceedings by the Company are necessary to authorize this Agreement or to consummate the Merger and the other transactions contemplated hereby (other than (i) such corporate proceedings that have been completed prior to the execution and delivery of this Agreement, and (ii) the filing and recordation of the Certificate of Merger and such other documents as required in accordance with the provisions of the DGCL). The Board of Directors of the Company has, as of the date hereof, (i) declared that the Merger and the other transactions contemplated by this Agreement are advisable and in the best interests of the Company and its stockholders, (ii) approved this Agreement in accordance with the provisions of the DGCL, (iii) directed that this Agreement and the Merger be submitted to the stockholders of the Company for their adoption and approval by written consent and (iv) resolved to recommend that the stockholders of the Company vote in favor of the adoption of this Agreement and the approval of the Merger. (c) 3.2.3 This Agreement and the GALT Ancillary Agreements have been are, or will be duly when executed and delivered by the Company and constitute GALT shall be, valid and binding obligations of the CompanyGALT, enforceable in accordance with their respective terms subject to the effect, if any, of applicable bankruptcy, reorganization, insolvency, moratorium and other laws affecting creditors’ rights generally from time to time in effect and to general equitable principlesterms. (d) No consent, approval, order or authorization of, or registration, declaration or filing with, any court, administrative agency or commission or other governmental authority or instrumentality (a “Governmental Entity”), is required by or with respect to the Company in connection with the execution and delivery of this Agreement or any Ancillary Agreement or the consummation of the transactions contemplated hereby or thereby except for (i) the filing of the Certificate of Merger with the Secretary of State of Delaware or (ii) such consents, waivers, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal and state securities laws.

Power, Authorization and Validity. (a) The Company Acquirer has all requisite legal and the corporate power and authority to enter into and perform its obligations under this Agreement and each other agreement all Acquirer Ancillary Agreements. The execution, delivery and instrument to be executed by the Company pursuant to performance of this Agreement (including and the Milestone Bonus Agreements) (collectively, the “Acquirer Ancillary Agreements”), andand the Merger, subject have been duly and validly approved and authorized by Acquirer, and this Agreement has been duly executed and delivered by Acquirer. Sub has the corporate power and authority to enter into and perform its obligations under this Agreement and all Sub Ancillary Agreements. The execution, delivery and performance of this Agreement and the receipt of Sub Ancillary Agreements, and the Company Merger Consent (as defined herein)Merger, to consummate the transactions contemplated hereby have been duly and therebyvalidly approved and authorized by Sub, and this Agreement has been duly executed and delivered by Sub. (b) The Company Merger Consent is sufficient for the holders of Company Capital Stock to adopt this AgreementNo filing, and no other corporate proceedings by the Company are necessary to authorize this Agreement or to consummate the Merger and the other transactions contemplated hereby (other than (i) such corporate proceedings that have been completed prior to the execution and delivery of this Agreementauthorization, and (ii) the filing and recordation of the Certificate of Merger and such other documents as required in accordance with the provisions of the DGCL). The Board of Directors of the Company has, as of the date hereof, (i) declared that the Merger and the other transactions contemplated by this Agreement are advisable and in the best interests of the Company and its stockholders, (ii) approved this Agreement in accordance with the provisions of the DGCL, (iii) directed that this Agreement and the Merger be submitted to the stockholders of the Company for their adoption and approval by written consent and (iv) resolved to recommend that the stockholders of the Company vote in favor of the adoption of this Agreement and the approval of the Merger. (c) This Agreement and the Ancillary Agreements have been or will be duly executed and delivered by the Company and constitute valid and binding obligations of the Company, enforceable in accordance with their respective terms subject to the effect, if any, of applicable bankruptcy, reorganization, insolvency, moratorium and other laws affecting creditors’ rights generally from time to time in effect and to general equitable principles. (d) No consent, approval, order permit, order, registration or authorization ofdeclaration, governmental or registration, declaration or filing with, any court, administrative agency or commission or other governmental authority or instrumentality (a “Governmental Entity”)otherwise, is required by or with respect necessary to enable Acquirer and Sub to enter into, and to perform their respective obligations under, this Agreement, the Company in connection with the execution and delivery of this Agreement or any Acquirer Ancillary Agreement Agreements or the consummation of the transactions contemplated hereby or thereby Sub Ancillary Agreements, except for for: (i) the filing of the Certificate of Merger with the Office of the Secretary of State of Delaware or the State of Delaware; (ii) the filing by Acquirer with the SEC of such consentsreports and information under the Exchange Act, waiversand the rules and regulations promulgated by the SEC thereunder, approvals, orders, authorizations, registrations, declarations and filings as may be required in connection with this Agreement, the Merger and the other transactions contemplated by this Agreement; (iii) the filing of a registration statement on Form S-8 with the SEC after the Closing Date covering the shares of Acquirer Common Stock issuable pursuant to certain Company Options assumed hereunder; and (iv) such other filings, authorizations, consents, approvals, permits, orders, registrations and declarations, if any, that if not made or obtained by Acquirer or Sub would not be material to Acquirer’s or Sub’s ability to consummate the Merger or to perform their respective obligations under this Agreement, the Acquirer Ancillary Agreements and the Sub Ancillary Agreements. (c) This Agreement and the Acquirer Ancillary Agreements are, or when executed by Acquirer will be, valid and binding obligations of Acquirer enforceable against Acquirer in accordance with their respective terms, subject only to the effect, if any, of (i) applicable federal bankruptcy and state securities lawsother similar laws affecting the rights of creditors generally and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies. This Agreement and the Sub Ancillary Agreements are, or when executed by Sub will be, valid and binding obligations of Sub enforceable against Sub in accordance with their respective terms, subject only to the effect, if any, of (i) applicable bankruptcy and other similar laws affecting the rights of creditors generally and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies.

Power, Authorization and Validity. (a) The Company Each of Seller and Shareholder has all the requisite corporate right, power, legal and corporate power capacity, and authority to enter into and perform its obligations under this Agreement and each other agreement and instrument all agreements to which Seller or Shareholder is or will be executed a party as contemplated by the Company pursuant to this Agreement (including the Milestone Bonus Agreements) (collectively, the “Seller Ancillary Agreements”). The execution, anddelivery, subject and performance of this Agreement and the Seller Ancillary Agreements by Seller have been duly and validly approved by Seller’s board of directors and Shareholder, as required by applicable Law. The execution, delivery, and performance of this Agreement and the Seller Ancillary Agreements (to which Shareholder is a party) by Shareholder have been duly and validly approved by Shareholder’s board of directors. No additional corporate proceedings on the receipt part of Seller or Shareholder are necessary to authorize the Company Merger Consent (as defined herein), to consummate execution and delivery of this Agreement and the Seller Ancillary Agreements and the consummation by Seller and Shareholder of the transactions contemplated hereby and thereby. (b) The Company Merger Consent is sufficient Except for the holders of Company Capital Stock Seller Required Consents, no filing, authorization, approval, or consent, governmental or otherwise, is necessary to adopt this Agreementenable Seller or Shareholder to enter into, and no other corporate proceedings by the Company are necessary to authorize this Agreement or to consummate the Merger and the other transactions contemplated hereby (other than (i) such corporate proceedings that have been completed prior to the execution and delivery of this Agreementperform their respective obligations under, and (ii) the filing and recordation of the Certificate of Merger and such other documents as required in accordance with the provisions of the DGCL). The Board of Directors of the Company has, as of the date hereof, (i) declared that the Merger and the other transactions contemplated by this Agreement are advisable and in the best interests of the Company and its stockholders, (ii) approved this Agreement in accordance with the provisions of the DGCL, (iii) directed that this Agreement and the Merger be submitted to the stockholders of the Company for their adoption and approval by written consent and (iv) resolved to recommend that the stockholders of the Company vote in favor of the adoption of this Agreement and the approval of the MergerSeller Ancillary Agreements. (c) This Agreement has been duly and the Ancillary Agreements have been or will be duly validly executed and delivered by Seller and Shareholder. Assuming the Company due authorization, execution, and constitute valid delivery thereof by Axtive and Purchaser, this Agreement constitutes, and the Seller Ancillary Agreements, when executed and delivered by Seller and Shareholder, will constitute, valid, and binding obligations of Seller and Shareholder, as the Companycase may be, enforceable against each of them in accordance with their respective terms subject terms, except as to the effect, if any, of of: (i) applicable bankruptcy, insolvency, reorganization, insolvency, moratorium and other laws affecting creditors’ rights generally from time to time in effect and to general equitable principles. (d) No consent, approval, order or authorization ofmoratorium, or registration, declaration or filing with, any court, administrative agency or commission or other governmental authority or instrumentality (a “Governmental Entity”), is required by or with respect to similar Laws affecting the Company in connection with the execution and delivery rights of this Agreement or any Ancillary Agreement or the consummation of the transactions contemplated hereby or thereby except for (i) the filing of the Certificate of Merger with the Secretary of State of Delaware or creditors generally; (ii) such consentsrules of Law governing specific performance, waiversinjunctive relief, approvals, orders, authorizations, registrations, declarations and filings as may be required other equitable remedies; and (iii) any rights to indemnification being limited under applicable federal and state securities lawsLaws. provided, however, that the Axtive Ancillary Agreements will not be effective until the earlier of the date set forth therein or the Closing Date.

Power, Authorization and Validity. (a) The Company 3.2.1 Each of Parent and Newco has all requisite legal and the corporate right, power and authority to enter into and perform its their obligations under this Agreement and each other agreement and instrument to be executed by the Company pursuant to this Agreement (including the Milestone Bonus Agreements) (collectively, the “Ancillary Agreements”), and, subject to the receipt of the Company Merger Consent (as defined herein), to consummate the transactions contemplated hereby and thereby. (b) Agreement. The Company Merger Consent is sufficient for the holders of Company Capital Stock to adopt this Agreement, and no other corporate proceedings by the Company are necessary to authorize this Agreement or to consummate the Merger and the other transactions contemplated hereby (other than (i) such corporate proceedings that have been completed prior to the execution and delivery of this AgreementAgreement have been duly and validly authorized by all necessary corporate action on the part of Parent and Newco, and subject only to the approval of Parent's shareholders of (i) the Merger, (ii) the filing and recordation granting of authority to allot securities of Parent pursuant to Section 80 Companies Act ▇▇▇▇ ▇▇ the Certificate of Merger and such other documents as required in accordance with United Kingdom (the provisions of the DGCL"Companies Act"). The Board of Directors of the Company has, as of the date hereof, (i) declared that the Merger and the other transactions contemplated by this Agreement are advisable and in the best interests of the Company and its stockholders, (ii) approved this Agreement in accordance with the provisions of the DGCL, (iii) directed that this Agreement and an increase in the Merger be submitted to the stockholders share capital of the Company for their adoption and approval by written consent Parent, and (iv) resolved an increase in the number of Ordinary Shares available to recommend that the stockholders of the Company vote in favor of the adoption satisfy Parent's obligations under Section 1.3 of this Agreement and the approval of the MergerAgreement. (c) This Agreement and the Ancillary Agreements have been or will be duly executed and delivered by the Company and constitute valid and binding obligations of the Company, enforceable in accordance with their respective terms subject to the effect, if any, of applicable bankruptcy, reorganization, insolvency, moratorium and other laws affecting creditors’ rights generally from time to time in effect and to general equitable principles. (d) 3.2.2 No consent, filing, authorization or approval, order governmental or authorization of, or registration, declaration or filing with, any court, administrative agency or commission or other governmental authority or instrumentality (a “Governmental Entity”)otherwise, is required by or with respect to the Company Parent or Newco in connection with the 27 execution and delivery of this Agreement or any Ancillary Agreement Agreement, or the consummation of the transactions contemplated hereby or thereby thereby, except for (ia) the filing of the Certificate of Merger and any other documents required to effectuate the Merger under Delaware Law and the filing of appropriate documents with the Secretary relevant authorities of State of Delaware or the states in which the Company is qualified to do business, (iib) such consents, waivers, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable to comply with federal and applicable state securities lawslaws and the securities laws of any foreign country, (c) filings required under the HSR Act and the antitrust and competition laws of the European Union and other jurisdictions, (d) appropriate filings with, and approvals of, the London Stock Exchange Limited ("LSE") and the Nasdaq National Market, (e) filings required under the Companies Act and the FSA, (f) the consent of H.M. Treasury pursuant to Section 765(1)(C) of the Income and Corporation Taxes Act ▇▇▇▇, ▇▇d (g) such other consents, filings, authorizations or approvals which, if not obtained or made, would not have a Material Adverse Effect on Parent and would not prevent, or materially alter or delay any of the transactions contemplated by this Agreement. 3.2.3 This Agreement has been duly executed and delivered by Parent and constitute valid and binding obligations of Parent enforceable against Parent in accordance with their respective terms, except as to the effect, if any, of (a) applicable bankruptcy and other similar laws affecting the rights of creditors generally and (b) rules of law governing specific performance, injunctive relief and other equitable remedies. This Agreement has been duly executed and delivered by Newco and constitutes a valid and binding obligation of Newco enforceable against Newco in accordance with its terms, except as to the effect, if any, of (a) applicable bankruptcy and other similar laws affecting the rights of creditors generally and (b) rules of law governing specific performance, injunctive relief and other equitable remedies.

Power, Authorization and Validity. The Stockholder, and ▇▇▇▇▇ --------------------------------- Bear Realty, Inc. (a"▇▇▇▇▇ Bear") The Company in the case of the Lease Agreement, has all requisite legal and corporate power and authority authority, as the case may be, to enter into and perform his or its obligations under this Agreement, the Registration Rights Agreement attached hereto as Exhibit 7.1(d) (the "Rights Agreement"), the Employment Letter attached hereto as Exhibit 7.1(f) (the "Employment Letter"), the lease agreement by and between ▇▇▇▇▇ Bear and Purchaser in substantially the form attached as Exhibit 7.1(e) (the "Lease Agreement") and the Escrow Agreement by and among the Purchaser, Stockholder and the escrow agent attached hereto as Exhibit 7.1(c) (the "Escrow Agreement" and this Agreement, the Rights Agreement, the Employment Letter, the Lease Agreement and each other agreement and instrument the Escrow Agreement together being referred to be executed by as the Company pursuant to this Agreement (including the Milestone Bonus "Transaction Agreements) (collectively, the “Ancillary Agreements”), and, subject to the receipt of the Company Merger Consent (as defined herein), and to consummate the transactions contemplated hereby hereby. The execution, delivery and thereby. (b) The Company Merger Consent is sufficient for performance of the holders of Company Capital Stock to adopt this Agreement, and no other corporate proceedings by the Company are necessary to authorize this Agreement or to consummate the Merger Transaction Agreements and the other consummation of the transactions contemplated hereby (other than (i) such corporate proceedings that and thereby have been completed prior to the execution duly and delivery validly approved and authorized by all necessary action, including, if applicable, corporate action, by or on behalf of this Agreement, and (ii) the filing and recordation of the Certificate of Merger and such other documents as required in accordance with the provisions of the DGCL)▇▇▇▇▇ Bear. The Board of Directors of the Company has, as of the date hereof, (i) declared that the Merger and the other transactions contemplated by this Agreement are advisable and in the best interests of the Company and its stockholders, (ii) approved this Agreement in accordance with the provisions of the DGCL, (iii) directed that this Agreement and the Merger be submitted to the stockholders of the Company for their adoption and approval by written consent and (iv) resolved to recommend that the stockholders of the Company vote in favor of the adoption of this Agreement and the approval of the Merger. (c) This Agreement and the Ancillary Transaction Agreements have been or will be duly executed and delivered by Stockholder or ▇▇▇▇▇ Bear, as the Company case may be, and constitute valid and binding obligations of Stockholder or ▇▇▇▇▇ Bear, as the Companycase may be, enforceable in accordance with their respective terms subject to the effect, if any, laws of applicable general application relating to bankruptcy, reorganizationinsolvency and the relief of debtors and rules of law governing specific performance, insolvency, moratorium injunctive relief and other laws affecting creditors’ rights generally from time to time in effect and to general equitable principles. (d) remedies. No consent, approval, order or authorization of, or registration, declaration or filing with, any court, administrative agency or commission or other governmental authority or instrumentality (a “Governmental Entity”), is required by or with respect to the Company Stockholder or ▇▇▇▇▇ Bear, as the case may be in connection with the execution and delivery of this Agreement the Transaction Agreements by the Stockholder or any Ancillary Agreement ▇▇▇▇▇ Bear, as the case may be, or the consummation by the Stockholder or ▇▇▇▇▇ Bear, as the case may be, of the transactions contemplated hereby or thereby except for (i) the filing of the Certificate of Merger with the Secretary of State of Delaware or (ii) such consents, waivers, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal and state securities lawsthereby.

Power, Authorization and Validity. (a) The Company Acquirer has all requisite legal and the corporate power and authority to enter into and perform its obligations under this Agreement and each other agreement all Acquirer Ancillary Agreements. The execution, delivery and instrument to be executed by the Company pursuant to performance of this Agreement (including and the Milestone Bonus Agreements) (collectively, the “Acquirer Ancillary Agreements”), andand the Merger, subject have been duly and validly approved and authorized by Acquirer, and this Agreement has been duly executed and delivered by Acquirer. Sub has the corporate power and authority to enter into and perform its obligations under this Agreement and all Sub Ancillary Agreements. The execution, delivery and performance of this Agreement and the receipt of Sub Ancillary Agreements, and the Company Merger Consent (as defined herein)Merger, to consummate the transactions contemplated hereby have been duly and therebyvalidly approved and authorized by Sub, and this Agreement has been duly executed and delivered by Sub. (b) The Company Merger Consent No filing, authorization, consent, approval, permit, order, registration or declaration, governmental or otherwise, is sufficient for the holders of Company Capital Stock necessary to adopt enable Acquirer and Sub to enter into, and to perform their respective obligations under, this Agreement, and no other corporate proceedings by the Company are necessary to authorize this Agreement Acquirer Ancillary Agreements or to consummate the Sub Ancillary Agreements, except for: (i) the filing of the Articles of Merger and the other transactions contemplated hereby (other than (i) such corporate proceedings that have been completed prior to Plan of Merger with the execution and delivery Office of this Agreement, and the Secretary of State of the State of Washington; (ii) the filing by Acquirer with the SEC of such reports and recordation of information under the Certificate of Merger Exchange Act, and such other documents the rules and regulations promulgated by the SEC thereunder, as may be required in accordance connection with the provisions of the DGCL). The Board of Directors of the Company hasthis Agreement, as of the date hereof, (i) declared that the Merger and the other transactions contemplated by this Agreement are advisable and in the best interests of the Company and its stockholders, (ii) approved this Agreement in accordance with the provisions of the DGCL, Agreement; (iii) directed that this Agreement and the Merger be submitted filing of a registration statement on Form S-8 with the SEC after the Closing Date covering the shares of Acquirer Common Stock issuable pursuant to the stockholders of the New Company for their adoption and approval by written consent Options assumed hereunder; and (iv) resolved such other filings, authorizations, consents, approvals, permits, orders, registrations and declarations, if any, that if not made or obtained by Acquirer or Sub would not be material to recommend that Acquirer’s or Sub’s ability to consummate the stockholders of Merger or to perform their respective obligations under this Agreement, the Company vote in favor of the adoption of this Agreement Acquirer Ancillary Agreements and the approval of the MergerSub Ancillary Agreements. (c) This Agreement and the Acquirer Ancillary Agreements have been are, or when executed by Acquirer will be duly executed and delivered by the Company and constitute be, valid and binding obligations of the Company, Acquirer enforceable against Acquirer in accordance with their respective terms terms, subject only to the effect, if any, of applicable bankruptcy, reorganization, insolvency, moratorium and other laws affecting creditors’ rights generally from time to time in effect and to general equitable principles. (d) No consent, approval, order or authorization of, or registration, declaration or filing with, any court, administrative agency or commission or other governmental authority or instrumentality (a “Governmental Entity”), is required by or with respect to the Company in connection with the execution and delivery of this Agreement or any Ancillary Agreement or the consummation of the transactions contemplated hereby or thereby except for (i) applicable bankruptcy and other similar laws affecting the filing rights of the Certificate of Merger with the Secretary of State of Delaware or creditors generally and (ii) such consentsrules of law governing specific performance, waiversinjunctive relief and other equitable remedies. This Agreement and the Sub Ancillary Agreements are, approvalsor when executed by Sub will be, ordersvalid and binding obligations of Sub enforceable against Sub in accordance with their respective terms, authorizationssubject only to the effect, registrationsif any, declarations of (i) applicable bankruptcy and filings as may be required under applicable federal other similar laws affecting the rights of creditors generally and state securities laws(ii) rules of law governing specific performance, injunctive relief and other equitable remedies.

Power, Authorization and Validity. (a) The Company has all requisite legal and the corporate power and authority to enter into and perform its obligations under this Agreement and each other agreement all Company Ancillary Agreements. The execution, delivery and instrument to be executed by performance of this Agreement and the Company pursuant to Ancillary Agreements, and the Merger have been duly and validly approved and authorized by Company and the Managing Member, and this Agreement (including has been duly executed and delivered by Company. Except for the Milestone Bonus Agreements) (collectivelyapproval of holders of a majority of the outstanding Company Class A Units, the “Ancillary Agreements”), and, subject to the receipt no other approval or authorization of the Company Merger Consent (as defined herein)Unitholders or any officer of Company to approve the Merger, this Agreement and, if required, each Company Ancillary Agreement is required to consummate approve the Merger, this Agreement and, if required, each Company Ancillary Agreement and all other agreements, transactions and actions contemplated hereby and thereby. (b) The Company Merger Consent is sufficient for the holders of Company Capital Stock to adopt this AgreementNo filing, and no other corporate proceedings by the Company are necessary to authorize this Agreement or to consummate the Merger and the other transactions contemplated hereby (other than (i) such corporate proceedings that have been completed prior to the execution and delivery of this Agreementauthorization, and (ii) the filing and recordation of the Certificate of Merger and such other documents as required in accordance with the provisions of the DGCL). The Board of Directors of the Company has, as of the date hereof, (i) declared that the Merger and the other transactions contemplated by this Agreement are advisable and in the best interests of the Company and its stockholders, (ii) approved this Agreement in accordance with the provisions of the DGCL, (iii) directed that this Agreement and the Merger be submitted to the stockholders of the Company for their adoption and approval by written consent and (iv) resolved to recommend that the stockholders of the Company vote in favor of the adoption of this Agreement and the approval of the Merger. (c) This Agreement and the Ancillary Agreements have been or will be duly executed and delivered by the Company and constitute valid and binding obligations of the Company, enforceable in accordance with their respective terms subject to the effect, if any, of applicable bankruptcy, reorganization, insolvency, moratorium and other laws affecting creditors’ rights generally from time to time in effect and to general equitable principles. (d) No consent, approval, order permit, order, registration or authorization ofdeclaration, governmental or registration, declaration or filing with, any court, administrative agency or commission or other governmental authority or instrumentality (a “Governmental Entity”)otherwise, is required by or with respect necessary to the enable Company in connection with the execution to enter into, and delivery of to perform its obligations under, this Agreement or any the Company Ancillary Agreement or Agreements, except for: (i) the consummation approval of holders of a majority of the transactions contemplated hereby or thereby except for outstanding Company Class A Units (ithe “Company Unitholder Approval”); (ii) the filing of the Certificate of Merger with the New York Secretary of State State; and (iii) such other filings, authorizations, consents, approvals, permits, orders, registrations and declarations, if any, that if not made or obtained by Company would not be material to Company’s ability to consummate the Merger or to perform its obligations under this Agreement and the Company Ancillary Agreements and would not, individually or in the aggregate, have a Material Adverse Effect on Company. (c) This Agreement and the Company Ancillary Agreements are, or when executed by Company will be, valid and binding obligations of Delaware or Company enforceable against Company in accordance with their respective terms, subject only to the effect, if any, of (i) applicable bankruptcy and other similar laws affecting the rights of creditors generally and (ii) such consentsrules of law governing specific performance, waivers, approvals, orders, authorizations, registrations, declarations injunctive relief and filings as may be required under applicable federal and state securities lawsother equitable remedies.

Power, Authorization and Validity. (a) The Company has all requisite the right, power, legal and corporate power capacity and authority to enter into and perform its obligations under this Agreement, the Warrants and the registration rights agreement to be entered into with the Investors substantially in the form of Exhibit B annexed hereto (the “Registration Rights Agreement” and together with this Agreement and each other agreement and instrument to be executed by the Company pursuant to this Agreement (including the Milestone Bonus Agreements) Warrants, (collectively, the “Ancillary AgreementsTransaction Documents”), andto issue and sell the Securities and to issue and sell the Warrant Shares issuable upon exercise of the Warrants. All corporate action on the part of the Company, subject to its officers, directors and stockholders necessary for the receipt authorization, execution and delivery of the Transaction Documents, the performance of all obligations of the Company Merger Consent thereunder and the authorization (as defined hereinor reservation for issuance), sale and issuance of the Securities and the Warrant Shares has been taken or will be taken prior to consummate the transactions contemplated hereby and therebyClosing. (b) The Company Merger Consent is sufficient for the holders of Company Capital Stock to adopt this Agreement, and no other corporate proceedings by the Company are necessary to authorize this Agreement or to consummate the Merger and the other transactions contemplated hereby (other than (i) such corporate proceedings that have been completed prior to the execution and delivery of this Agreement, and (ii) the filing and recordation of the Certificate of Merger and such other documents as required in accordance with the provisions of the DGCL). The Board of Directors of the Company has, as of the date hereof, (i) declared that the Merger and the other transactions contemplated by this Agreement are advisable and in the best interests of the Company and its stockholders, (ii) approved this Agreement in accordance with the provisions of the DGCL, (iii) directed that this Agreement and the Merger be submitted to the stockholders of the Company for their adoption and approval by written consent and (iv) resolved to recommend that the stockholders of the Company vote in favor of the adoption of this Agreement and the approval of the Merger. (c) This Agreement and the Ancillary Agreements have been other Transaction Documents are, or will be duly when executed and delivered by the Company and constitute will be, valid and binding obligations of the Company, Company enforceable in accordance with their respective terms subject terms, except as to the effect, if any, of (i) applicable bankruptcy, reorganization, insolvency, moratorium bankruptcy and other similar laws affecting creditors’ the rights generally from time to time in effect of creditors generally, (ii) rules of law governing specific performance, injunctive relief and to general other equitable principles. remedies and (diii) No consent, approval, order or authorization of, or registration, declaration or filing with, any court, administrative agency or commission or other governmental authority or instrumentality (a “Governmental Entity”), is required by or with respect to the Company enforceability of provisions requiring indemnification in connection with the execution offering, issuance or sale of securities. (c) The Shares that are being purchased by the Investors hereunder, when issued, sold and delivery delivered in accordance with the terms of this Agreement for the consideration expressed herein, will be duly and validly issued, fully paid and nonassessable, and will be free of any liens or any Ancillary Agreement encumbrances imposed by or through the consummation Company, preemptive or similar contractual rights, including rights of first refusal, in favor of the transactions contemplated hereby or thereby except Company, and restrictions on transfer, other than restrictions on transfer under this Agreement, the other Transaction Documents and under applicable state and federal securities laws. The Warrant Shares have been duly and validly reserved for (i) issuance and, upon issuance in accordance with the filing terms of the Certificate Company’s certificate of Merger with incorporation as amended (the Secretary “Charter”), will be duly and validly issued, fully paid and nonassessable, and will be free of State any liens or encumbrances imposed by or through the Company, preemptive rights or similar contractual rights, including rights of Delaware or (ii) such consentsfirst refusal, waiversin favor of the Company, approvalsand restrictions on transfer, ordersother than restrictions on transfer under this Agreement, authorizations, registrations, declarations the other Transaction Documents and filings as may be required under applicable state and federal and state securities laws.

Power, Authorization and Validity. (a) The Company THOUGHTSTAR has all requisite legal and corporate power and authority to enter into and perform its obligations under this Agreement and each other agreement and instrument the Ancillary Agreements to which it is or is to be executed by the Company pursuant to this Agreement (including the Milestone Bonus Agreements) (collectively, the “Ancillary Agreements”), a party and, subject to the receipt approval of the Company Merger Consent (as defined herein)THOUGHTSTAR Shareholders, to consummate the transactions contemplated hereby and thereby. (b) The Company Merger Consent is sufficient for the holders of Company Capital Stock to adopt this Agreement, and no other corporate proceedings by the Company are necessary to authorize this Agreement or to consummate the Merger and the other transactions contemplated hereby (other than (i) such corporate proceedings that have been completed prior to the execution and delivery of this Agreement, and (ii) the filing and recordation of the Certificate of Merger and such other documents as required in accordance with the provisions of the DGCL). The Board of Directors of the Company hasexecution, as of the date hereof, (i) declared that the Merger delivery and the other transactions contemplated by this Agreement are advisable and in the best interests of the Company and its stockholders, (ii) approved this Agreement in accordance with the provisions of the DGCL, (iii) directed that this Agreement and the Merger be submitted to the stockholders of the Company for their adoption and approval by written consent and (iv) resolved to recommend that the stockholders of the Company vote in favor of the adoption performance of this Agreement and the approval Ancillary Agreements to which it is or is to be a party and the consummation of the Merger. transactions contemplated hereby and thereby have been duly and validly approved and authorized by all necessary action (ccorporate or other) on the part of THOUGHTSTAR. This Agreement and the Ancillary Agreements to which it is or is to be a party have been or will be duly executed and delivered by THOUGHTSTAR and, subject to such approval by the Company and THOUGHTSTAR Shareholders, constitute valid and binding obligations of the CompanyTHOUGHTSTAR, enforceable in accordance with their respective terms subject to the effect, if any, of applicable bankruptcy, reorganization, insolvency, moratorium and other laws affecting creditors’ ' rights generally from time to time in effect and to general equitable principles. (d) . No consent, approval, order or authorization of, or registration, declaration or filing with, any court, administrative agency or commission or other governmental authority or instrumentality (a “Governmental Entity”"GOVERNMENTAL ENTITY"), is required by or with respect to the Company THOUGHTSTAR in connection with the execution and delivery of this Agreement or any Ancillary Agreement to which it is or is to be a party or the consummation of the transactions contemplated hereby or thereby except for (i) the filing of the Certificate of Merger Agreement with the Secretary of State of Delaware or Delaware, (ii) such consents, waivers, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal and state securities lawslaws and (iii) such other consents, waivers, authorizations, filings, approvals and registrations which are set forth on Schedule 3.2 of the Disclosure Schedules.

Power, Authorization and Validity. (a) The Company TransLink has all requisite legal and corporate power and authority to enter into and perform its their respective obligations under this Agreement the Registration Rights Agreement, the Voting Agreement and each other agreement and instrument to be executed by the Company pursuant to this Stock Restriction Agreement (including the Milestone Bonus Agreements) (collectivelytogether, the “"Ancillary Agreements”"), and, subject to the receipt approval of the Company Merger Consent Shareholders of TransLink, all of whom are listed on Schedule 3.2(a) hereto (as defined hereinthe "TransLink Shareholders"), to consummate the transactions contemplated hereby and thereby. (b) The Company Merger Consent is sufficient for the holders of Company Capital Stock to adopt this Agreement, and no other corporate proceedings by the Company are necessary to authorize this Agreement or to consummate the Merger and the other transactions contemplated hereby (other than (i) such corporate proceedings that have been completed prior to the execution and delivery of this Agreement, and (ii) the filing and recordation of the Certificate of Merger and such other documents as required in accordance with the provisions of the DGCL)hereby. The Board of Directors of the Company hasexecution, as of the date hereof, (i) declared that the Merger delivery and the other transactions contemplated by this Agreement are advisable and in the best interests of the Company and its stockholders, (ii) approved this Agreement in accordance with the provisions of the DGCL, (iii) directed that this Agreement and the Merger be submitted to the stockholders of the Company for their adoption and approval by written consent and (iv) resolved to recommend that the stockholders of the Company vote in favor of the adoption performance of this Agreement and the approval Ancillary Agreements and the consummation of the Mergertransactions contemplated hereby and thereby have been duly and validly approved and authorized by all necessary action (corporate or other) on the part of TransLink. (cb) This Agreement and the Ancillary Agreements have been or will be duly executed and delivered by TransLink and, subject to such approval by the Company and TransLink Shareholders, constitute valid and binding obligations of the CompanyTransLink, enforceable in accordance with their respective terms subject to the effect, if any, of applicable bankruptcy, reorganization, insolvency, moratorium and other laws affecting creditors’ ' rights generally from time to time in effect and to general equitable principles. (dc) No consent, approval, order or authorization of, or registration, declaration or filing with, any court, administrative agency or commission or other governmental authority or instrumentality (a “"Governmental Entity”"), is required by or with respect to the Company TransLink in connection with the execution and delivery of this Agreement or any Ancillary Agreement or the consummation of the transactions contemplated hereby or thereby except for (i) the filing of the Certificate of Merger with the Secretary of State of Delaware or the State of Delaware, (ii) the filing of the Articles of Merger with the Secretary of State of the State of Washington, (iii) such consents, waivers, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal and state securities lawslaws and (iv) such other consents, waivers, authorizations, filings, approvals and registrations which are set forth on Schedule 3.2.

Power, Authorization and Validity. (a) The Company 4.2.1 HNC has all requisite legal and corporate the right, power and authority to enter into into, execute and perform its obligations under this Agreement and each other agreement and instrument to be executed by the Company pursuant to this Agreement (including the Milestone Bonus Agreements) (collectively, the “HNC Ancillary Agreements”), and, subject to the receipt of the Company Merger Consent (as defined herein), to consummate the transactions contemplated hereby and thereby. (b) The Company Merger Consent is sufficient for the holders of Company Capital Stock to adopt this Agreement, and no other corporate proceedings by the Company are necessary to authorize this Agreement or to consummate the Merger and the other transactions contemplated hereby (other than (i) such corporate proceedings that have been completed prior to the execution and delivery of this Agreement, and (ii) the filing and recordation of the Certificate of Merger and such other documents as required in accordance with the provisions of the DGCL). The Board of Directors of the Company hasexecution, as of the date hereof, (i) declared that the Merger delivery and the other transactions contemplated by this Agreement are advisable and in the best interests of the Company and its stockholders, (ii) approved this Agreement in accordance with the provisions of the DGCL, (iii) directed that this Agreement and the Merger be submitted to the stockholders of the Company for their adoption and approval by written consent and (iv) resolved to recommend that the stockholders of the Company vote in favor of the adoption performance of this Agreement and the HNC Ancillary Agreements by HNC have been duly and validly approved and authorized by HNC's Board of Directors. The issuance of the shares of HNC Common Stock to be issued in the Merger does not require the approval of HNC's stockholders. Sub has the right, power and authority to execute, deliver and perform its obligations under this Agreement, and upon approval of the Merger and the Merger Certificates by Sub's sole stockholder, Sub will have the right, power and authority to execute, deliver and perform the Merger Certificates and all other Sub Ancillary Agreements. The execution, delivery and performance of this 4.2.2 Assuming the current and continuing accuracy of the Founder Representation Letter, no filing, authorization, consent, approval or order, governmental or otherwise, is necessary or required to be made or obtained by HNC or Sub to enable HNC or Sub to lawfully enter into, and to perform its obligations under, this Agreement, the HNC Ancillary Agreements or the Sub Ancillary Agreements, as applicable, except for (a) the filing by FTI of such reports and information with the U.S. Securities and Exchange Commission (the "SEC") under the Securities Exchange Act of 1934, as amended (the "1934 ACT") and the rules and regulations promulgated by the SEC thereunder, as may be required in connection with this Agreement, the Merger and the transactions contemplated hereby; (b) the filing with the SEC of a Form D relating to the issuance of HNC securities in the Merger. , if so elected by HNC; (c) the filing of the Delaware Certificate of Merger with the Delaware Secretary of State and any such further documents as may be required under the Delaware General Corporation Law to effect the Merger; (d) the filing of the Illinois Articles of Merger with the Illinois Secretary of State and any such further documents as may be required under the Illinois Business Corporation Act to effect the Merger; (e) such filings and notifications as may be necessary under the HSR Act and the expiration of applicable waiting periods under the HSR Act; (f) such other filings as may be required by the Nasdaq National Market System with respect to the HNC Merger Shares to be issued in the Merger; (g) the filing with the SEC, and the effectiveness of, any registration statement to be filed by HNC under the 1933 Act following the Effective Time pursuant to Section 2.12 hereof; and (h) such other filings, if any, as may be required to comply with federal and state securities laws. 4.2.3 This Agreement and the HNC Ancillary Agreements have been are, or when executed by HNC will be duly executed and delivered by the Company and constitute be, valid and binding obligations of the CompanyHNC, enforceable in accordance with their respective terms subject terms, except as to the effect, if any, of (a) applicable bankruptcy, reorganization, insolvency, moratorium bankruptcy and other similar laws affecting creditors’ the rights of creditors generally from time to time in effect and to general (b) rules of law and equity governing specific performance, injunctive relief and other equitable principles. (d) No consent, approval, order or authorization ofremedies. This Agreement and the Sub Ancillary Agreements are, or registrationwhen executed by Sub will be, declaration or filing withvalid and binding obligations of Sub, any courtenforceable in accordance with their respective terms, administrative agency or commission or other governmental authority or instrumentality (a “Governmental Entity”), is required by or with respect except as to the Company in connection with effect, if any, of (a) applicable bankruptcy and other similar laws affecting the execution rights of creditors generally and delivery (b) rules of this Agreement or any Ancillary Agreement or the consummation of the transactions contemplated hereby or thereby except for (i) the filing of the Certificate of Merger with the Secretary of State of Delaware or (ii) such consentslaw and equity governing specific performance, waivers, approvals, orders, authorizations, registrations, declarations injunctive relief and filings as may be required under applicable federal and state securities lawsother equitable remedies.

Power, Authorization and Validity. (a) The Company 4.2.1 HNC has all requisite legal and corporate the right, power and authority to enter into into, execute and perform its obligations under this Agreement and each other agreement and instrument to be executed by the Company pursuant to this Agreement (including the Milestone Bonus Agreements) (collectively, the “HNC Ancillary Agreements”), and, subject to the receipt of the Company Merger Consent (as defined herein), to consummate the transactions contemplated hereby and thereby. (b) The Company Merger Consent is sufficient for the holders of Company Capital Stock to adopt this Agreement, and no other corporate proceedings by the Company are necessary to authorize this Agreement or to consummate the Merger and the other transactions contemplated hereby (other than (i) such corporate proceedings that have been completed prior to the execution and delivery of this Agreement, and (ii) the filing and recordation of the Certificate of Merger and such other documents as required in accordance with the provisions of the DGCL). The Board of Directors of the Company hasexecution, as of the date hereof, (i) declared that the Merger delivery and the other transactions contemplated by this Agreement are advisable and in the best interests of the Company and its stockholders, (ii) approved this Agreement in accordance with the provisions of the DGCL, (iii) directed that this Agreement and the Merger be submitted to the stockholders of the Company for their adoption and approval by written consent and (iv) resolved to recommend that the stockholders of the Company vote in favor of the adoption performance of this Agreement and the HNC Ancillary Agreements by HNC have been duly and validly approved and authorized by HNC's Board of Directors. The issuance of the shares of HNC Common Stock to be issued in the Merger requires the approval of HNC's stockholders. Sub has the right, power and authority to execute, deliver and perform its obligations under this Agreement, and upon approval of the MergerMerger and the Agreement of Merger by Sub's sole stockholder, Sub will have the right, power and authority to execute, deliver and perform the Agreement of Merger and all other Sub Ancillary Agreements. The execution, delivery and performance of this Agreement, the Agreement of Merger and all other Sub Ancillary Agreements by Sub have been duly and validly approved and authorized by Sub's Board of Directors. 4.2.2 No filing, authorization, consent, approval or order, governmental or otherwise, is necessary or required to enable HNC or Sub to enter into, and to perform its obligations under, this Agreement, the HNC Ancillary Agreements or the Sub Ancillary Agreements, respectively, except for (a) the filing with the SEC of the Proxy Statement relating to the meeting of the stockholders of HNC to be held with respect to the issuance of shares of HNC Common Stock and the HNC Options in connection with the Merger and the SEC's approval of such Proxy Statement (or failure to respond or object to the distribution of such Proxy Statement within the time required by applicable law and regulations), (b) the filing by the Company of such reports and information with the SEC under the 1934 Act and the rules and regulations promulgated by the SEC thereunder, as may be required in connection with this Agreement, the Merger and the transactions contemplated hereby; (c) the filing with the SEC of a Form D, if so elected by HNC; (d) the filing of the Agreement of Merger (or the Certificate of Merger) with the Delaware Secretary of State and any such further documents as may be required under the Delaware General Corporation Law to effect the Merger; (e) the filing of the Agreement of Merger (and related officers' certificates) with the California Secretary of State and any such further documents as may be required under the California Corporations Code to effect the Merger; (f) such filings and notifications as may be necessary under the HSR Act and the expiration of applicable waiting periods under the HSR Act; (g) such other filings as may be required by the Nasdaq National Market System with respect to the HNC Merger Shares to be issued in the Merger and the Company Options to be assumed by HNC in the Merger; (h) the approval of the issuance of shares of HNC Common Stock in the Merger by the stockholders of HNC in accordance with applicable law, HNC's Certificate of Incorporation and Bylaws, and the approval of this Agreement, the Agreement of Merger and the Merger by the stockholder of Sub; and (i) such other filings, if any, as may be required to comply with federal and state securities laws. 4.2.3 This Agreement and the HNC Ancillary Agreements have been are, or when executed by HNC will be duly executed and delivered by the Company and constitute be, valid and binding obligations of the CompanyHNC, enforceable in accordance with their respective terms subject terms, except as to the effect, if any, of (a) applicable bankruptcy, reorganization, insolvency, moratorium bankruptcy and other similar laws affecting creditors’ the rights of creditors generally from time to time in effect and to general (b) rules of law and equity governing specific performance, injunctive relief and other equitable principles. (d) No consent, approval, order or authorization ofremedies. This Agreement and the Sub Ancillary Agreements are, or registrationwhen executed by Sub will be, declaration or filing withvalid and binding obligations of Sub, any courtenforceable in accordance with their respective terms, administrative agency or commission or other governmental authority or instrumentality (a “Governmental Entity”), is required by or with respect except as to the Company in connection with effect, if any, of (a) applicable bankruptcy and other similar laws affecting the execution rights of creditors generally and delivery (b) rules of this Agreement or any Ancillary Agreement or the consummation of the transactions contemplated hereby or thereby except for (i) the filing of the Certificate of Merger with the Secretary of State of Delaware or (ii) such consentslaw and equity governing specific performance, waivers, approvals, orders, authorizations, registrations, declarations injunctive relief and filings as may be required under applicable federal and state securities lawsother equitable remedies.

Power, Authorization and Validity. (a) The Company 2.2.1 InfoTouch has all requisite the right, power, legal and corporate power capacity and authority to enter into and perform its obligations under this Agreement Agreement, and each other agreement and instrument all agreements contemplated hereby to which InfoTouch is or will be executed by the Company a party or that it is required to execute pursuant to this Agreement (including the Milestone Bonus Agreements) (collectively, the “"InfoTouch Ancillary Agreements”), and, subject to the receipt of the Company Merger Consent (as defined herein), to consummate the transactions contemplated hereby and thereby. (b) The Company Merger Consent is sufficient for the holders of Company Capital Stock to adopt this Agreement, and no other corporate proceedings by the Company are necessary to authorize this Agreement or to consummate the Merger and the other transactions contemplated hereby (other than (i) such corporate proceedings that have been completed prior to the execution and delivery of this Agreement, and (ii) the filing and recordation of the Certificate of Merger and such other documents as required in accordance with the provisions of the DGCL"). The Board of Directors of the Company hasexecution, as of the date hereof, (i) declared that the Merger delivery and the other transactions contemplated by this Agreement are advisable and in the best interests of the Company and its stockholders, (ii) approved this Agreement in accordance with the provisions of the DGCL, (iii) directed that this Agreement and the Merger be submitted to the stockholders of the Company for their adoption and approval by written consent and (iv) resolved to recommend that the stockholders of the Company vote in favor of the adoption performance of this Agreement and the approval of the Merger. (c) This Agreement and the InfoTouch Ancillary Agreements have been duly and validly approved and authorized by InfoTouch's Board of Directors. 2.2.2 No filing, authorization or will be duly executed and delivered by the Company and constitute valid and binding obligations of the Companyapproval, enforceable in accordance with their respective terms subject governmental or otherwise, is necessary to the effectenable InfoTouch to enter into, if any, of applicable bankruptcy, reorganization, insolvency, moratorium and other laws affecting creditors’ rights generally from time to time in effect and to general equitable principles. (d) No consentperform its obligations under, approval, order or authorization of, or registration, declaration or filing with, any court, administrative agency or commission or other governmental authority or instrumentality (a “Governmental Entity”), is required by or with respect to the Company in connection with the execution and delivery of this Agreement or any and the InfoTouch Ancillary Agreement or the consummation of the transactions contemplated hereby or thereby Agreements, except for (ia) the filing of the Certificate of Merger with the Delaware Secretary of State State, the recording of the Certificate of Merger in the office of the Recorder of the Delaware or county in which InfoTouch's registered office is located, and the filing of appropriate documents with the relevant authorities of other states in which InfoTouch is qualified to do business, if any, (iib) such consents, waivers, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable to comply with federal and state securities laws, and (c) the approval of and adoption by the holders of InfoTouch Stock of the Agreement and all transaction contemplated by the Agreement, as provided under applicable law, the InfoTouch Certificate of Incorporation, the InfoTouch Bylaws and any other charter document of InfoTouch (the "InfoTouch Stockholder Approval"), (d) all consents approvals and filings required to consummate the LLC Merger, and the InfoTouch Stockholder Redemption, (e) the (i) termination, as contemplated by this Agreement, of that certain InfoTouch Stockholder Agreement dated as of December __, 1996, by and among InfoTouch and certain InfoTouch Stockholders (the "InfoTouch Stockholder Agreement"), (ii) the amendment and restatement, as contemplated by this Agreement, of that certain NetSelect, Inc. Amended and Restated Stockholders' Agreement, dated as of August 21, 1998, by and among NetSelect and certain NetSelect Stockholders, as amended by that certain Amendment to Amended and Restated NetSelect Stockholders' Agreement dated October 22, 1998 (the "NetSelect Stockholders' Agreement"), and (iii) the amendment and restatement, as contemplated by this Agreement, of that certain RealSelect, Inc. Stockholders' Agreement, dated as of November 26, 1996, by and among NS LLC, RealSelect, and the National Association of REALTORS(R) (the "NAR"), an Illinois not for profit corporation and the assignee of the interests of the REALTORS(R) Information Network, Inc., an Illinois corporation ("RIN"), as amended by that certain Amendment No. 2 To RealSelect, Inc. Stockholders' Agreement dated as of August 21, 1998, and as amended by that certain Amendment No. 3 To RealSelect Stockholders' Agreement dated October 22, 1998 (the "RealSelect Stockholders' Agreement") and (f) all consents, approvals and filings that will be obtained prior to the Effective Time. 2.2.3 This Agreement and the InfoTouch Ancillary Agreements are, or when executed by InfoTouch will be, valid and binding obligations of InfoTouch enforceable in accordance with their respective terms, except as to the effect, if any, of (a) applicable bankruptcy and other similar laws affecting the rights of creditors generally, and (b) rules of law governing specific performance, injunctive relief and other equitable remedies; provided, however, that the Certificate of Merger will not be effective until filed with the Delaware Secretary of State.

Power, Authorization and Validity. (a) The Company 4.2.1 Portable has all requisite the right, power, legal and corporate power capacity and authority to enter into and perform its obligations under this Agreement Agreement, and each other agreement and instrument all agreements to which Portable is or will be a party that are required to be executed by the Company pursuant to this Agreement (including the Milestone Bonus Agreements) (collectively, the “Ancillary Agreements”), and, subject to the receipt of the Company Merger Consent (as defined herein), to consummate the transactions contemplated hereby and thereby. (b) The Company Merger Consent is sufficient for the holders of Company Capital Stock to adopt this Agreement, and no other corporate proceedings by the Company are necessary to authorize this Agreement or to consummate the Merger and the other transactions contemplated hereby (other than (i) such corporate proceedings that have been completed prior to the execution and delivery of this Agreement, and (ii) the filing and recordation of the Certificate of Merger and such other documents as required in accordance with the provisions of the DGCL"PORTABLE ANCILLARY AGREEMENTS"). The Board of Directors of the Company hasexecution, as of the date hereof, (i) declared that the Merger delivery and the other transactions contemplated by this Agreement are advisable and in the best interests of the Company and its stockholders, (ii) approved this Agreement in accordance with the provisions of the DGCL, (iii) directed that this Agreement and the Merger be submitted to the stockholders of the Company for their adoption and approval by written consent and (iv) resolved to recommend that the stockholders of the Company vote in favor of the adoption performance of this Agreement and the Portable Ancillary Agreements have been duly and validly approved and authorized by Portable's Board of Directors, and do not require the approval by Portable's shareholders. Portable Subsidiary has the right, power and authority to execute, deliver and perform its obligations under this Agreement, and upon approval of the MergerMerger and the Agreement of Merger by Portable Subsidiary's sole stockholder, Portable Subsidiary will have the right, power and authority to execute, deliver and perform the Agreement of Merger and all agreements to which Portable Subsidiary is or will be a party that are required to be executed pursuant to this Agreement (the "PORTABLE SUBSIDIARY ANCILLARY AGREEMENTS"). The execution, delivery and performance of this Agreement, the Agreement of Merger and all other Portable Subsidiary Ancillary Agreements by Portable Subsidiary have been duly and validly approved and authorized by Portable Subsidiary's Board of Directors. 4.2.2 No filing, authorization or approval, governmental or otherwise, is necessary to enable Portable or Portable Subsidiary to enter into, and to perform their respective obligations under, this Agreement, the Portable Ancillary Agreements and the Portable Subsidiary Ancillary Agreements except for (a) the filing of the Agreement of Merger with the California and the Delaware Secretary of State, (b) the recording of the Agreement of Merger in the office of the Recorder of the Delaware county in which Portable Subsidiary's registered office is located, and (c) such filings as may be required to comply with federal and state securities laws. 4.2.3 This Agreement and the Portable Ancillary Agreements have been are, or when executed by Portable will be duly executed and delivered by the Company and constitute be, valid and binding obligations of the Company, Portable enforceable in accordance with their respective terms subject terms, except as to the effect, if any, of (a) applicable bankruptcy, reorganization, insolvency, moratorium bankruptcy and other similar laws affecting creditors’ the rights generally from time to time in effect of creditors generally, (b) rules of law governing specific performance, injunctive relief and to general other equitable principles. remedies and (dc) No consent, approval, order or authorization of, or registration, declaration or filing with, any court, administrative agency or commission or other governmental authority or instrumentality (a “Governmental Entity”), is required by or with respect to the Company enforceability of provisions requiring indemnification in connection with the execution and delivery offering, issuance or sale of this securities; provided, however, that the Agreement or any Ancillary Agreement or the consummation of the transactions contemplated hereby or thereby except for (i) the filing of the Certificate of Merger will not be effective until filed with the Secretary Delaware and California Secretaries of State State. This Agreement and the Portable Subsidiary Ancillary Agreements are, or when executed by Portable Subsidiary will be, valid and binding obligations of Portable Subsidiary, enforceable in accordance with their respective terms, except as to the effect, if any, of (a) applicable bankruptcy and other similar laws affecting the rights of creditors generally and (b) rules of law and equity governing specific performance, injunctive relief and other equitable remedies; provided, however, that the Agreement of Merger will not be effective until filed with the Delaware or (ii) such consents, waivers, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal and state securities lawsCalifornia Secretaries of State.

Power, Authorization and Validity. (a) The Company This Agreement has all been duly executed and delivered by the Shareholders. Each of the Shareholders has the requisite legal power and authority to enter into and perform his obligations under this Agreement. MMA has the requisite corporate power and authority to enter into and perform its obligations under this Agreement Agreement. The execution, delivery and each other agreement and instrument to be executed by the Company pursuant to performance of this Agreement has been duly and validly approved and authorized by MMA's Board of Directors. The operations and business now being conducted by MMA have not been conducted under any other name or entity. (including b) No filing with or authorization or approval of any governmental or regulatory body, court, agency, official or authority (each, a "Governmental ------------ Authority") on behalf of MMA or any Affiliate of MMA is necessary to enable the Milestone Bonus Agreements) (collectively--------- Shareholders and MMA to enter into, and to perform their obligations under, this Agreement, except for filings, authorizations or approvals where the “Ancillary Agreements”)failure to make or obtain such filings, and, subject authorizations or approvals could not reasonably be expected to have a Material Adverse Effect or substantially interfere with the receipt ability of the Company Merger Consent (as defined herein), Shareholders or MMA to consummate the transactions contemplated hereby and thereby. (b) The Company Merger Consent is sufficient for the holders of Company Capital Stock to adopt this Agreement, and no other corporate proceedings by the Company are necessary to authorize this Agreement or to consummate the Merger and the other transactions contemplated hereby (other than (i) such corporate proceedings that have been completed prior to the execution and delivery of this Agreement, and (ii) the filing and recordation of the Certificate of Merger and such other documents as required in accordance with the provisions of the DGCL). The Board of Directors of the Company has, as of the date hereof, (i) declared that the Merger and the other transactions contemplated by this Agreement are advisable and in the best interests of the Company and its stockholders, (ii) approved this Agreement in accordance with the provisions of the DGCL, (iii) directed that this Agreement and the Merger be submitted to the stockholders of the Company for their adoption and approval by written consent and (iv) resolved to recommend that the stockholders of the Company vote in favor of the adoption of this Agreement and the approval of the Mergerhereby. (c) This Agreement and the Ancillary Agreements have been is, or will be duly when executed and delivered by the Company Shareholders and constitute MMA will be, a valid and binding obligations obligation of each of the CompanyShareholders and MMA, enforceable in accordance with their respective terms subject its terms, except as to the effect, if any, of (i) applicable bankruptcy, reorganization, insolvency, moratorium bankruptcy and other similar laws affecting creditors’ the rights generally from time to time in effect of creditors generally, (ii) rules of law or principles of equity governing specific performance, injunctive relief and to general other equitable principles. remedies, and (diii) No consent, approval, order or authorization of, or registration, declaration or filing with, any court, administrative agency or commission or other governmental authority or instrumentality (a “Governmental Entity”), is required by or with respect to the Company enforceability of provisions requiring indemnification in connection with the execution and delivery offering, issuance or sale of this Agreement or any Ancillary Agreement or the consummation of the transactions contemplated hereby or thereby except for (i) the filing of the Certificate of Merger with the Secretary of State of Delaware or (ii) such consents, waivers, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal and state securities lawssecurities.

Power, Authorization and Validity. (a) 2.2.1 The Company has all requisite legal and the corporate right, power and authority to enter into and perform its obligations under this Agreement. The execution and delivery of this Agreement has been duly and each other agreement and instrument validly authorized by all necessary corporate action on the part of the Company, subject only to be executed the approval of the Merger by the Company pursuant to this Agreement (including the Milestone Bonus Agreements) (collectivelyCompany's stockholders. 2.2.2 No consent, the “Ancillary Agreements”)filing, andauthorization or approval, subject governmental or otherwise, is required by or with respect to the receipt Company or any of the Company Merger Consent (as defined herein), to consummate the transactions contemplated hereby and thereby. (b) The Company Merger Consent is sufficient for the holders of Company Capital Stock to adopt this Agreement, and no other corporate proceedings by the Company are necessary to authorize this Agreement or to consummate the Merger and the other transactions contemplated hereby (other than (i) such corporate proceedings that have been completed prior to its subsidiaries in connection with the execution and delivery of this Agreement, and or the consummation of the transactions contemplated hereby or thereby, except for (iia) the filing and recordation of the Certificate of Merger and any other documents required to effectuate the Merger under Delaware Law and the filing of appropriate documents with the relevant authorities of the states in which the Company is qualified to do business, (b) such filings as may be required to comply with federal and applicable state securities laws and the securities laws of any foreign country, (c) filings required under the Hart-▇▇▇▇▇-▇▇▇▇▇▇ ▇▇▇itrust Improvements Act of 1976, as amended, and the rules and regulations thereunder (the "HSR Act") and the antitrust and competition laws of the European Union and other jurisdictions, and (d) such other documents as required in accordance with consents, filings, authorizations or approvals which, if not obtained or made, would not have a Material Adverse Effect on the provisions Company or any of its subsidiaries and would not prevent, or materially alter or delay any of the DGCL). The Board of Directors of the Company has, as of the date hereof, (i) declared that the Merger and the other transactions contemplated by this Agreement are advisable and in the best interests of the Company and its stockholders, (ii) approved this Agreement in accordance with the provisions of the DGCL, (iii) directed that this Agreement and the Merger be submitted to the stockholders of the Company for their adoption and approval by written consent and (iv) resolved to recommend that the stockholders of the Company vote in favor of the adoption of this Agreement and the approval of the MergerAgreement. (c) 2.2.3 This Agreement and the Ancillary Agreements have has been or will be duly executed and delivered by the Company and constitute valid and binding obligations of the Company, Company enforceable against the Company in accordance with their respective terms subject terms, except as to the effect, if any, of (a) applicable bankruptcy, reorganization, insolvency, moratorium bankruptcy and other similar laws affecting creditors’ the rights of creditors generally from time to time in effect and to general (b) rules of law governing specific performance, injunctive relief and other equitable principlesremedies. (d) No consent, approval, order or authorization of, or registration, declaration or filing with, any court, administrative agency or commission or other governmental authority or instrumentality (a “Governmental Entity”), is required by or with respect to the Company in connection with the execution and delivery of this Agreement or any Ancillary Agreement or the consummation of the transactions contemplated hereby or thereby except for (i) the filing of the Certificate of Merger with the Secretary of State of Delaware or (ii) such consents, waivers, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal and state securities laws.

Power, Authorization and Validity. (a) The Subject to adoption of this Agreement pursuant to the Company Stockholder Consent, Company has all requisite legal and corporate power and authority to enter into and perform its obligations under this Agreement and each other agreement and instrument to be executed by the all Company pursuant to this Agreement (including the Milestone Bonus Agreements) (collectively, the “Ancillary Agreements”), and, subject to the receipt of the Company Merger Consent (as defined herein), to consummate the transactions contemplated hereby and thereby. (b) . The Company Merger Consent is sufficient for the holders of Company Capital Stock to adopt this Agreement, and no other corporate proceedings by the Company are necessary to authorize this Agreement or to consummate the Merger and the other transactions contemplated hereby (other than (i) such corporate proceedings that have been completed prior to the execution and delivery of this AgreementAgreement and the Company Ancillary Agreements and the consummation of the transactions contemplated hereby have been duly and validly approved and authorized by the Company Board. This Agreement has been duly executed and delivered by Company and constitutes the valid and binding obligation of Company enforceable against Company in accordance with its terms, subject only to the effect, if any, of (i) applicable bankruptcy and other similar laws affecting the rights of creditors generally and (ii) the filing rules of law governing specific performance, injunctive relief and recordation of the Certificate of Merger and such other documents as required in accordance with the provisions of the DGCL)equitable remedies. The Board of Directors Company Board, by resolutions duly adopted (and not thereafter modified or rescinded) by the unanimous vote of the Company hasBoard, as has approved and adopted this Agreement and approved the Merger, determined that this Agreement and the terms and conditions of the date hereof, (i) declared that the Merger and the other transactions contemplated by this Agreement are advisable and in the best interests of the Company and its stockholders, (ii) approved this Agreement in accordance with the provisions of the DGCL, (iii) and directed that this Agreement and the Merger be submitted to the stockholders of the Company for their adoption and approval by written consent and (iv) resolved to recommend that the stockholders of the Company vote in favor of the adoption of this Agreement be submitted to the Company Stockholders for consideration and the approval recommended that all of the Mergerstockholders of Company adopt this Agreement. (c) This Agreement and the Ancillary Agreements have been or will be duly executed and delivered by the Company and constitute valid and binding obligations of the Company, enforceable in accordance with their respective terms subject to the effect, if any, of applicable bankruptcy, reorganization, insolvency, moratorium and other laws affecting creditors’ rights generally from time to time in effect and to general equitable principles. (db) No filing, authorization, consent, approval, order permit, order, registration or authorization ofdeclaration, governmental or registration, declaration or filing with, any court, administrative agency or commission or other governmental authority or instrumentality (a “Governmental Entity”)otherwise, is required by or with respect necessary to the enable Company in connection with the execution to enter into, and delivery of to perform its obligations under, this Agreement or any the Company Ancillary Agreement or the consummation of the transactions contemplated hereby or thereby Agreements, except for for: (i) the filing of the Certificate of Merger with the Delaware Secretary of State of Delaware or State; and (ii) such other filings, authorizations, consents, waivers, approvals, permits, orders, authorizationsregistrations and declarations, registrationsif any, declarations that if not made or obtained by Company would not be material to Company’s ability to consummate the Merger or to perform its obligations under this Agreement and filings as may the Company Ancillary Agreements and would not, individually or in the aggregate, be required under applicable federal and state securities lawsmaterial to Company or its business.

Power, Authorization and Validity. (a) The Subject to obtaining the Company Shareholder Approval, Company has all requisite legal and the corporate power and authority to enter into and perform its obligations under this Agreement and each other agreement and instrument all Company Ancillary Agreements. Subject to be executed by obtaining the Company pursuant to Shareholder Approval, the execution, delivery and performance of this Agreement, the Company Ancillary Agreements and the Merger, have been duly and validly approved and authorized by Company, and this Agreement (including the Milestone Bonus Agreements) (collectively, the “Ancillary Agreements”), and, subject to the receipt of the Company Merger Consent (as defined herein), to consummate the transactions contemplated hereby has been duly executed and therebydelivered by Company. (b) The Subject to obtaining the Company Merger Consent Shareholder Approval, no filing, authorization, consent, approval, permit, order, registration or declaration, governmental or otherwise, is sufficient for the holders of necessary to enable Company Capital Stock to adopt this Agreemententer into, and no other corporate proceedings by the Company are necessary to authorize perform its obligations under, this Agreement or the Company Ancillary Agreements, except for: (i) the filing of the Articles of Merger, the Plan of Merger and the Restated Articles with the Office of the Secretary of State of the State of Washington; and (ii) such other filings, authorizations, consents, approvals, permits, orders, registrations and declarations, if any, that if not made or obtained by Company would not be material to Company’s ability to consummate the Merger and the other transactions contemplated hereby (other than (i) such corporate proceedings that have been completed prior or to the execution and delivery of this Agreement, and (ii) the filing and recordation of the Certificate of Merger and such other documents as required in accordance with the provisions of the DGCL). The Board of Directors of the Company has, as of the date hereof, (i) declared that the Merger and the other transactions contemplated by this Agreement are advisable and in the best interests of the Company and perform its stockholders, (ii) approved this Agreement in accordance with the provisions of the DGCL, (iii) directed that obligations under this Agreement and the Merger be submitted to Company Ancillary Agreements and would not, individually or in the stockholders of the Company for their adoption and approval by written consent and (iv) resolved to recommend that the stockholders of the Company vote in favor of the adoption of this Agreement and the approval of the Mergeraggregate, have a Material Adverse Effect on Company. (c) This Upon obtaining the Company Shareholder Approval, this Agreement and the Company Ancillary Agreements have been are, or when executed by Company will be duly executed be, assuming the due authorization, execution and delivered delivery by the Company other parties hereto and constitute thereto, valid and binding obligations of the Company, Company enforceable against Company in accordance with their respective terms terms, subject only to the effect, if any, of applicable bankruptcy, reorganization, insolvency, moratorium and other laws affecting creditors’ rights generally from time to time in effect and to general equitable principles. (d) No consent, approval, order or authorization of, or registration, declaration or filing with, any court, administrative agency or commission or other governmental authority or instrumentality (a “Governmental Entity”), is required by or with respect to the Company in connection with the execution and delivery of this Agreement or any Ancillary Agreement or the consummation of the transactions contemplated hereby or thereby except for (i) applicable bankruptcy and other similar laws affecting the filing rights of the Certificate of Merger with the Secretary of State of Delaware or creditors generally and (ii) such consentsrules of law governing specific performance, waivers, approvals, orders, authorizations, registrations, declarations injunctive relief and filings as may be required under applicable federal and state securities lawsother equitable remedies.

Power, Authorization and Validity. (a) The Company 2.2.1 Target has all requisite the corporate right, power, legal and corporate power capacity and authority to enter into and perform its obligations under this Agreement and each other agreement and instrument to be executed by under the Company pursuant to this Agreement (including the Milestone Bonus Agreements) (collectivelyEscrow Agreement, the “Employment Agreements and the Noncompetition Agreements (the "Target Ancillary Agreements”), and, subject to the receipt of the Company Merger Consent (as defined herein), to consummate the transactions contemplated hereby and thereby. (b) The Company Merger Consent is sufficient for the holders of Company Capital Stock to adopt this Agreement, and no other corporate proceedings by the Company are necessary to authorize this Agreement or to consummate the Merger and the other transactions contemplated hereby (other than (i) such corporate proceedings that have been completed prior to the execution and delivery of this Agreement, and (ii) the filing and recordation of the Certificate of Merger and such other documents as required in accordance with the provisions of the DGCL"). The Board of Directors of the Company has, as of the date hereof, (i) declared that the Merger and the other transactions contemplated by this Agreement are advisable and in the best interests of the Company and its stockholders, (ii) approved this Agreement in accordance with the provisions of the DGCL, (iii) directed that this Agreement and the Merger be submitted to the stockholders of the Company for their adoption and approval by written consent and (iv) resolved to recommend that the stockholders of the Company vote in favor of the adoption of this Agreement and the approval of the Merger. (c) This Agreement and the Target Ancillary Agreements have been or will be duly executed and delivered by Target. The execution, delivery and performance of this Agreement and the Company Target Ancillary Agreements have been duly and constitute validly approved and authorized by all necessary corporate action on the part of Target (other than the approval and adoption of this Agreement by the shareholders of Target as required under California Law). The Board of Directors of Target (at a meeting duly called and held or by action by unanimous written consent) has (a) unanimously determined that the Merger is advisable and fair and in the best interests of Target and its shareholders, (b) unanimously approved the execution, delivery and performance of this Agreement by the Target and has unanimously approved the Merger, and (c) unanimously recommended the adoption and approval of this Agreement and the Merger by the Target shareholders and directed that this Agreement and the Merger be submitted for consideration by the Target's shareholders at the Shareholders' Meeting (as defined in Section 4.15). The affirmative vote of the holders of a majority of the shares of Target Common Stock and Preferred Stock voting as a single class, as well as the affirmative vote of the holders of at least 50% of the outstanding shares of Target Preferred Stock outstanding on the record date for the Shareholders' Meeting (the "Required Vote") is the only vote of the holders of any class or series of the Company's capital stock necessary to adopt and approve this Agreement, the Merger and the other transactions contemplated by this Agreement. The signatories of the Voting Agreements signed concurrently herewith own or have the power to vote in the aggregate shares of Target Stock which if all voted would have the Required Vote. 2.2.2 No filing, authorization or approval with or of any governmental entity is necessary or required to be made or obtained prior to the Effective Time to enable Target to enter into, and to perform its obligations under, this Agreement and the Target Ancillary Agreements, except for (a) the filing of the California Agreement of Merger with the Secretary of State of the State of California, the filing of such officers' certificates and other documents as are required to effectuate the Merger under California law and the filing of appropriate documents with the relevant authorities of the states other than California in which Target is qualified to do business, if any, (b) such filings as may be required to comply with federal and state securities laws, and (c) the approval of the Target Shareholders of the transactions contemplated hereby. 2.2.3 Assuming the due authorization, execution and delivery by Acquirer and, if applicable, Minimee, this Agreement and the Target Ancillary Agreements are, or when executed and delivered by Target, and the other parties thereto will be, valid and binding obligations of the CompanyTarget, enforceable against Target and against the Escrow Shares deposited pursuant to the Escrow Agreement in accordance with their respective terms terms, subject to approval of Target's shareholders, except as to the effect, if any, of (a) applicable bankruptcy, reorganization, insolvency, moratorium bankruptcy and other similar laws affecting creditors’ the rights generally from time to time in effect of creditors generally, (b) rules of law governing specific performance, injunctive relief and to general other equitable principles. remedies, and (dc) No consent, approval, order or authorization of, or registration, declaration or filing with, any court, administrative agency or commission or other governmental authority or instrumentality (a “Governmental Entity”), is required by or with respect to the Company enforceability of provisions requiring indemnification in connection with the execution and delivery offering, issuance or sale of this Agreement or any Ancillary Agreement or the consummation of the transactions contemplated hereby or thereby except for (i) the filing of the Certificate of Merger with the Secretary of State of Delaware or (ii) such consents, waivers, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal and state securities lawssecurities.

Power, Authorization and Validity. (a) The Company 3.2.1 Mozart has all requisite legal and the full corporate right, power and authority to enter into into, execute, deliver and perform its obligations under this Agreement and each other agreement and instrument or document to which Mozart is to be executed by a party or which Mozart is to execute pursuant to, or with SEEC concurrently with the Company pursuant to execution of, this Agreement (including the Milestone Bonus Agreements) (collectively, the “"Mozart Ancillary Agreements”"), and, subject to the receipt of the Company Merger Consent (as defined herein), to consummate the transactions contemplated hereby and thereby. (b) The Company Merger Consent is sufficient for the holders of Company Capital Stock to adopt this Agreement, Mozart has all requisite corporate power and no other corporate proceedings by the Company are necessary to authorize this Agreement or authority to consummate the Merger and in accordance with the other transactions contemplated hereby (other than (i) such corporate proceedings that have been completed prior to the execution and delivery terms of this Agreement, subject to obtaining the requisite approval of the Merger by Mozart's shareholders. The execution, delivery and performance of this Agreement and each of the Mozart Ancillary Agreements have been duly and validly approved and authorized by all necessary corporate action on the part of Mozart's Board of Directors. To the best knowledge of Mozart, each of the Controlling Shareholders has all requisite power and authority to enter into (i) their respective Non-Competition Agreements, (ii) the filing and recordation of the Certificate of Merger and such other documents as required in accordance with the provisions of the DGCL). The Board of Directors of the Company has, as of the date hereof, (i) declared that the Merger and the other transactions contemplated by this Agreement are advisable and in the best interests of the Company and its stockholders, (ii) approved this Agreement in accordance with the provisions of the DGCLPledge Agreement, (iii) directed that this Agreement and the Merger be submitted to the stockholders of the Company for their adoption and approval by written consent Joinder Agreement, and (iv) resolved each other agreement to recommend that which either of them is or will be a party pursuant to the stockholders of the Company vote in favor of the adoption terms of this Agreement (collectively, the "Affiliates' Agreements"). 3.2.2 No filing, authorization, consent, approval or order, governmental or otherwise, is necessary or required to enable Mozart to enter into, and to perform its obligations under, this Agreement and/or any of the Mozart Ancillary Agreements, except for (a) the filing of the Agreement of Merger with the offices of the Delaware Secretary of State and the approval filing of the Merger. Articles of Merger with the California Secretary of State and the filing of appropriate documents with the relevant authorities of other states in which Mozart is qualified to do business, if any, (b) such filings as may be required to comply with federal and state securities laws, and (c) the approval by the Mozart shareholders of the transactions contemplated hereby. 3.2.3 This Agreement and the Mozart Ancillary Agreements have been are, or will when executed by Mozart shall be duly executed and delivered by the Company and constitute valid and binding obligations of the CompanyMozart, enforceable in accordance with their respective terms subject to the effect, if any, of applicable bankruptcy, reorganization, insolvency, moratorium and other laws affecting creditors’ rights generally from time to time in effect and to general equitable principlesterms. (d) No consent, approval, order or authorization of, or registration, declaration or filing with, any court, administrative agency or commission or other governmental authority or instrumentality (a “Governmental Entity”), is required by or with respect to the Company in connection with the execution and delivery of this Agreement or any Ancillary Agreement or the consummation of the transactions contemplated hereby or thereby except for (i) the filing of the Certificate of Merger with the Secretary of State of Delaware or (ii) such consents, waivers, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal and state securities laws.

Power, Authorization and Validity. (a) 3.2.1 The Company has all requisite the right, power, legal and corporate power capacity, and authority to enter into into, execute, deliver, and perform its obligations under this Agreement and each other agreement and instrument to be executed by all the Company pursuant to this Agreement (including the Milestone Bonus Agreements) (collectively, the “Ancillary Agreements”), and, subject to the receipt of and the Company Merger Consent (as defined herein), has all requisite corporate power and authority to consummate the transactions contemplated hereby and thereby. (b) The Company Merger Consent is sufficient for the holders of Company Capital Stock to adopt this Merger. This Agreement, the Agreement of Merger, the Merger, and no other corporate proceedings by all of the Company are necessary to authorize this Agreement or to consummate principal terms of each of the Merger and the other transactions contemplated hereby (other than (i) such corporate proceedings that foregoing have been completed prior to the execution duly and delivery of this Agreement, and (ii) the filing and recordation of the Certificate of Merger and such other documents as required in accordance with the provisions of the DGCL). The Board of Directors of the Company has, as of the date hereof, (i) declared that the Merger and the other transactions contemplated validly approved by this Agreement are advisable and in the best interests of the Company and its stockholders, (ii) approved this Agreement in accordance with the provisions of the DGCL, (iii) directed that this Agreement and the Merger be submitted to the stockholders of the Company for their adoption in compliance with applicable law (including without limitation the Delaware General Corporation Law) and approval by written consent the Certificate of Incorporation and (iv) resolved to recommend that the stockholders Bylaws of the Company, both as amended. The execution, delivery and performance by the Company vote in favor of the adoption of this Agreement and each of the Company Ancillary Agreements have been duly and validly approved and authorized by all necessary corporate action on the part of the Company's Board of Directors. Each of the LSA Stockholders has the right, power, legal capacity and authority to enter into, execute, deliver, and perform his respective obligations under this Agreement and each of the LSA Stockholder Ancillary Agreements to be executed and delivered by such LSA Stockholder. 3.2.2 No filing, authorization, consent, approval or order, governmental or otherwise, is necessary or required to be made or obtained by the Company or any LSA Stockholder to enable the Company or such LSA Stockholder to lawfully enter into, and to perform its or his obligations under, this Agreement, each of the Company Ancillary Agreements and each of the LSA Stockholder Ancillary Agreements, except for (a) the filing of the Agreement of Merger (or the Certificate of Merger) with the Delaware Secretary of State and any such further documents as may be required under the Delaware General Corporation Law to effect the Merger; and (b) the filing of the Agreement of Merger (and related officers' certificates) with the California Secretary of State and any such further documents as may be required under the California Corporations Code to effect the Merger. (c) 3.2.3 This Agreement and each of the Company Ancillary Agreements have been are, or will be duly when executed and delivered by the Company and constitute will be, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms terms, subject only to the effect, if any, effect of (a) applicable bankruptcy, reorganization, insolvency, moratorium bankruptcy and other similar laws affecting creditors’ the rights of creditors generally from time to time in effect and to general (b) rules of law and equity governing specific performance, injunctive relief and other equitable principles. (d) No consent, approval, order or authorization ofremedies. This Agreement and each of the LSA Stockholder Ancillary Agreements are, or registrationwhen executed by a LSA Stockholder will be, declaration or filing witha valid and binding obligation of such LSA Stockholder, any courtenforceable against such LSA Stockholder in accordance with their respective terms, administrative agency or commission or other governmental authority or instrumentality (a “Governmental Entity”), is required by or with respect subject only to the Company in connection with effect of (a) applicable bankruptcy and other similar laws affecting the execution rights of creditors generally and delivery (b) rules of this Agreement or any Ancillary Agreement or the consummation of the transactions contemplated hereby or thereby except for (i) the filing of the Certificate of Merger with the Secretary of State of Delaware or (ii) such consentslaw and equity governing specific performance, waivers, approvals, orders, authorizations, registrations, declarations injunctive relief and filings as may be required under applicable federal and state securities lawsother equitable remedies.

Power, Authorization and Validity. (a) The Company Each of IVG and Acquisition has all requisite the corporate right, power, legal and corporate power capacity and authority to enter into and perform its obligations under this Agreement and each other agreement and instrument all Ancillary Agreements to which it is or will be executed a party as contemplated by the Company pursuant to this Agreement (including the Milestone Bonus Agreements) (collectively"IVG ANCILLARY AGREEMENTS"). The execution, delivery and performance of this Agreement and the “IVG Ancillary Agreements”), and, subject to Agreements have been approved by the receipt IVG and Acquisition Boards of the Company Merger Consent (as defined herein), to consummate the transactions contemplated hereby and therebyDirectors. (b) The Company Merger Consent No filing, authorization or approval, governmental or otherwise, is sufficient for the holders of Company Capital Stock necessary to adopt this Agreementenable IVG or Acquisition to enter into, and no other corporate proceedings by the Company are necessary to authorize perform its obligations under, this Agreement or to consummate the Merger and the other transactions contemplated hereby (other than IVG Ancillary Agreements, except for (i) such the filing of the certificate of merger with the Secretary of State of the State of Delaware (which filing has been authorized by all necessary corporate proceedings that have been completed prior to the execution and delivery of this Agreement, action) and (ii) the filing and recordation of the Certificate of Merger and such other documents as required consents disclosed in accordance with the provisions of the DGCLSCHEDULE 6.2(b). The Board of Directors of the Company has, as of the date hereof, (i) declared that the Merger and the other transactions contemplated by this Agreement are advisable and in the best interests of the Company and its stockholders, (ii) approved this Agreement in accordance with the provisions of the DGCL, (iii) directed that this Agreement and the Merger be submitted to the stockholders of the Company for their adoption and approval by written consent and (iv) resolved to recommend that the stockholders of the Company vote in favor of the adoption of this Agreement and the approval of the Merger. (c) This Agreement and the IVG Ancillary Agreements have been are, or will be duly when executed and delivered by the Company IVG and constitute Acquisition will be, valid and binding obligations of the CompanyIVG and Acquisition, enforceable against IVG and Acquisition in accordance with their respective terms subject terms, except as to the effect, if any, of applicable bankruptcy, reorganization, insolvency, moratorium and other laws affecting creditors’ rights generally from time to time in effect and to general equitable principles. (d) No consent, approval, order or authorization of, or registration, declaration or filing with, any court, administrative agency or commission or other governmental authority or instrumentality (a “Governmental Entity”), is required by or with respect to the Company in connection with the execution and delivery of this Agreement or any Ancillary Agreement or the consummation of the transactions contemplated hereby or thereby except for (i) applicable bankruptcy and other similar laws affecting the filing rights of the Certificate of Merger with the Secretary of State of Delaware or creditors generally, (ii) such consentsrules of law governing specific performance, waiversinjunctive relief and other equitable remedies, approvals, orders, authorizations, registrations, declarations and filings as may be required (iii) any rights to indemnification being limited under applicable federal and state securities laws; PROVIDED, HOWEVER, that the IVG Ancillary Agreements will not be effective until the earlier of the date set forth therein or the Effective Time.