SOOUM is a Minnesota corporation, with full power and authority (corporate and other) to conduct its business as currently conducted.  SOOUM is duly qualified to do business and is in good standing in each jurisdiction where its activities would require qualification, except where the failure to qualify would not have a material adverse effect upon SOOUM business or financial condition, or on the ability of the Parties to consummate the transactions contemplated by this Agreement (each, a "SOOUM Material Adverse Effect").  SOOUM is not in default of any provision of its organizational documents.