Each of DEAC and the DEAC Controlling Shareholder 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 DEAC and the DEAC Controlling Shareholder, and the consummation by DEAC and by the DEAC Controlling Shareholder of the transactions contemplated hereby, have been duly authorized by all necessary corporate actions of DEAC and the DEAC Controlling Shareholder, and no other corporate proceedings on the part of DEAC or other actions on part of the DEAC Controlling Shareholder are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. The board of directors of DEAC has unanimously adopted resolutions: (a) approving and declaring advisable the Share Exchange, this Agreement and the transactions contemplated by this Agreement; (b) declaring that it is in the best interests of the stockholders of DEAC that DEAC enters into this Agreement and consummates the Share Exchange upon the terms and subject to the conditions set forth in this Agreement; (c) directing that adoption of this Agreement be submitted to a vote at a meeting of the stockholders of DEAC; (d) recommending to the stockholders of DEAC that they adopt this Agreement (the " DEAC Board Recommendation "); and (e) to include the DEAC Board Recommendation in the DEAC Proxy Statement, if required. This Agreement constitutes the valid and legally binding obligation of DEAC, and is enforceable in accordance with its terms. DEAC does not need to give any notice to, make any filings with, or obtain any authorization, consent or approval of any government or governmental agency or other person in order for it to consummate the transactions contemplated by this Agreement, other than filings that may be required or permitted under states securities laws, the Securities Act of 1933, as amended (the " Securities Act ") and/or the Securities Exchange Act of 1934, as amended (the " Exchange Act ") resulting from the issuance of the New DEAC Shares.