The Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the state of Delaware . The names of the members of the board of directors of the Purchaser on and after the Closing (the “ Post-Closing Purchaser Board ”) are set forth in the officer’s certificate of the Purchaser to be delivered pursuant to Section 4.12(a). The Purchaser, as the sole shareholder of ValidSoft on and after the Closing, has: (i) duly appointed and constituted the board of directors of ValidSoft (the “ Post-Closing VS Board ”), in accordance with all applicable Law and in accordance with ValidSoft’s Organizational Documents; and (ii) has caused ValidSoft, as the sole shareholder of ValidSoft UK, to duly appoint and constitute the board of directors of ValidSoft UK (the “ Post-Closing VS UK Board ”), in accordance with all applicable Law and in accordance with ValidSoft UK’s Organizational Documents.