The execution, delivery, and performance by Socrata of this Agreement and the Ancillary Documents to which it is a party, and the consummation of the transactions contemplated hereby and thereby, including the Merger, have been duly authorized by all necessary corporate action on the part of Socrata, including by the board of directors of Socrata, subject only, in the case of the consummation of the Merger, to the requisite affirmative vote or consent of the Stockholders. This Agreement has been, and the Ancillary Documents to which Socrata is a party will be, duly executed and delivered by Socrata and, assuming the due authorization, execution, and delivery hereof and thereof by each of the Tyler Entities that are parties thereto, constitutes or, with respect to such Ancillary Documents upon execution and delivery will each constitute, a valid and binding obligation of Socrata, enforceable against Socrata in accordance with its terms, subject to (a) bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting or relating to the enforcement of creditors’ rights generally and (b) general equitable principles.