Authorization. All corporate action on the part of the respective party and its nominees, officers, directors and shareholders necessary for the authorization, execution and delivery of this Agreement and the performance of all obligations of the respective party hereunder has been taken. This Agreement constitutes a valid and legally binding obligation of the parties, enforceable in accordance with its respective terms.

Authorization. All corporate action has been taken, or will be taken prior to the applicable Closing, on the part of the respective partyBoard and its nominees, officers, directors and shareholdersstockholders that is necessary for the authorization, execution and delivery of this Agreement by the Company and the performance of all obligationsby the Company of the respective party hereunder has been taken.obligations to be performed by the Company as of the date hereof under this Agreement. This Agreement constitutes aAgreement, when executed and delivered by the Company, shall constitute the valid and legally binding obligation of the parties,Company, enforceable against the Company in accordance with its respective terms.terms except # as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or other laws of general application relating to or affecting the enforcement of creditors’ rights generally, or # as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.

Authorization. AllAuthorization, etc. Each of the parties hereto hereby represents and warrants that it has the power and authority to execute, deliver and perform this Agreement, that this Agreement has been duly authorized by all necessary corporate action on the part of the respectivesuch party, that this Agreement constitutes a legal, valid and binding obligation of each such party and its nominees, officers, directorsthat the execution, delivery and shareholders necessary for the authorization, execution and deliveryperformance of this Agreement and the performanceby such party does not contravene or conflict with any provision of all obligationslaw or of the respective party hereunder has been taken. This Agreement constitutes a valid and legallyits charter or bylaws or any agreement, instrument or order binding obligation of the parties, enforceable in accordance with its respective terms.on such party.

Authorization.Authority. The Company has all corporate right, power and authority to enter into, execute and deliver this Agreement and each other agreement, document, instrument and certificate to be executed by the Company in connection with the consummation of the transactions contemplated hereby, and to perform fully its obligations hereunder and thereunder. All corporate action on the part of the respective party andCompany, its nominees, officers, directors and shareholdersstockholders necessary for the # authorization execution, delivery and performance of this Agreement by the Company; and # authorization, executionsale, issuance and delivery of this Agreementthe Shares contemplated hereby and the performance of allthe Company’s obligations of the respective party hereunderunder this Agreement has been taken. This Agreement has been duly executed and delivered by the Company and constitutes a legal, valid and legally binding obligation of the parties,Company, enforceable against the Company in accordance with its respective terms.terms, subject to laws of general application relating to bankruptcy, insolvency and the relief of debtors and rules of law governing specific performance, injunctive relief or other equitable remedies, and to limitations of public policy.

Authorization. All corporate action on the part of the respective party andit, its nominees, officers, directors and shareholdersstockholders necessary for the authorization, execution and delivery of this AgreementAgreement, and the performance of all obligations of the respective party hereunder hasand thereunder, have been taken. This Agreement constitutes ataken, and this Agreement, when executed and delivered by it, shall constitute valid and legally binding obligationobligations of the parties,it, enforceable against it in accordance with its respective terms.their terms except to the extent that # such enforcement may be subject to bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditor’s rights generally and # the remedy of specific performance or injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Authorization.Authorization All corporate action has been taken on the part of the respective party andCompany, its nominees, officers, directors and shareholdersstockholders necessary for the authorization, execution and delivery of this Agreement andThe Company has taken all corporate action required to make all of the performance of all obligations of the respective party hereunder has been taken. This Agreement constitutes aCompany reflected in the provisions of this Agreement, valid and legally binding obligationenforceable obligations The shares of capital stock issuable upon conversion of the parties, enforceable in accordance with its respective terms.Note have been authorized or will be authorized prior to the issuance of such shares.