Global 2 has all corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Global 2 and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action and no other corporate proceedings on the part of Global 2 are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. Global 1 has approved this Agreement on behalf of Global 2 and no other stockholder approvals are required to consummate the transactions contemplated hereby. Global 1 is competent to execute this Agreement, and has the power to execute and perform this Agreement. No other proceedings on the part of Global 2 or any Global 2 Shareholder are necessary to authorize this Agreement or to consummate the transactions contemplated hereby.