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 the ​ of this Agreement and the consummation by the ​ of the Transactions have been duly authorized and approved 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 constitutes a legal, valid and binding obligation of the ​, enforceable against the ​ in accordance with the terms hereof.

Authority. The execution and delivery by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby have been duly authorized by all necessary action on the part of the Company. This Agreement has been duly executed and delivered by the Company, and this Agreement constitutes the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its 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. Company is validly existing and in good standing under the laws of the jurisdiction of its organization and has the power and authority to enter into this Agreement. This Agreement has been duly executed and delivered by Company and constitutes 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.