Authority. The execution and delivery by ​ of this Agreement, and the performance by ​ of its obligations hereunder, have been duly and validly authorized by the Board of Directors of ​. This Agreement has been duly and validly executed and delivered by ​ and constitutes a legal, valid and binding obligation of ​ enforceable against ​ in accordance with its terms.

SECTION # Authority; Execution and Delivery; Enforceability. The execution and delivery by _Party:the ​ of this Agreement,Agreement and the performanceconsummation by _Party:the ​ of its obligations hereunder,the Transactions have been duly authorized and validly authorizedapproved by the Board of Directors of ​.the ​ and no other corporate proceedings on the part of the ​ are necessary to authorize this Agreement and the Transactions. This Agreement has been duly and validly executed and delivered by ​ and constitutes a legal, valid and binding obligation of ​the ​, enforceable against _Party:the ​ in accordance with its terms.the terms hereof.

Authority. The execution and delivery by ​the Company of this Agreement,Agreement and the performanceconsummation by ​the Company of its obligations hereunder,the transactions contemplated hereby have been duly and validly authorized by all necessary action on the Boardpart of Directors of ​.the Company. This Agreement has been duly and validly executed and delivered by ​the Company, and this Agreement constitutes athe legal, valid and binding obligation of ​the Company, enforceable against ​the Company in accordance with its terms.terms, except as such enforcement shall be limited by bankruptcy, insolvency, moratorium or similar law affecting creditors’ rights generally and subject to general principles of equity.

Authority. The executionCompany is validly existing and delivery by ​in good standing under the laws of this Agreement, and the performance by ​jurisdiction of its obligations hereunder, have been dulyorganization and validly authorized byhas the Board of Directors of ​.power and authority to enter into this Agreement. This Agreement has been duly and validly executed and delivered by ​Company and constitutes a legal,the valid and binding obligation of ​Company, enforceable against ​it in accordance with its terms. The execution, delivery and performance of this Agreement has been duly authorized by all necessary actions on the part of Company, its officers and directors.