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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. The executionCompany has all requisite corporate power and delivery by the Company ofauthority to enter into this AgreementAgreement, to perform its obligations hereunder and the consummation by the Company ofto consummate the transactions contemplated hereby have been duly authorized by all necessary action on the part of the Company.hereby. This Agreement has been duly and validly authorized, executed and delivered by the Company,Company and this Agreement constitutes the legal, valid and binding obligationagreement of the Company, enforceable against the Companyit in accordance with its terms, except as such enforcement shallenforceability may be limited by bankruptcy, insolvency, moratoriumreorganization or similar lawlaws affecting the enforcement of creditors’ rights generally and subject toor general principles of equity.

Authority. The execution and delivery by the Company of thisthe Agreement to be executed and delivered by it, and the consummation by the Company of the transactions contemplated herebydescribed herein by the Company have been duly authorized by all necessaryrequisite action on the part of the Company. This Agreement has been duly executed and delivered by the Company, and this Agreement constitutesThe Agreement, upon such execution, will be the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except asthat such enforcement shall# may be limited by bankruptcy, insolvency, moratorium or similar lawlaws affecting creditors’creditors' rights generally and # is subject to general principlesthe availability of equity.equitable remedies, as determined in the discretion of the court before which such a proceeding may be brought.

Authority. The executionCompany has full power and delivery by the Company ofauthority to enter into this Agreement and to consummate the consummation by the Company of the transactions contemplated hereby have been duly authorized by all necessary action on the part of the Company.Transaction. This Agreement has been duly and validly executed and delivered by any authorized officer of the Company,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 shallenforceability may be limited by applicable bankruptcy, insolvency, moratoriummoratorium, reorganization or similar law affectinglaws in effect that affect the enforcement of creditors’ rights generally and subject to general principlesby equitable limitations on the availability of equity.specific remedies.

Authority. The executionCompany has the corporate power and authority to execute and deliver this Agreement and to carry out its obligations hereunder. The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated herebyExchange have been duly authorized by all necessary corporate action on the part of the Company, and no further approval or authorization is required on the part of the Company. This Agreement has been duly executed and delivered by the Company, and this Agreement constitutes the legal,will be valid and binding obligation ofon the Company,Company and enforceable against the Company in accordance with its terms, except as such enforcement shallthe same may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent transfer or conveyance, moratorium or similar lawlaws affecting creditors’the enforcement of creditors rights generally and subject to general principlesequitable principles, regardless of whether such enforceability is considered in a proceeding at law or in equity.

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 authorized, validly executed and delivered byon behalf of the Company,Company and this Agreement constitutes the legal,is a valid and binding agreement and obligation of the Company,Company enforceable against the Company in accordance with its terms, except as suchsubject to limitations on enforcement shall be limited by bankruptcy, insolvency, moratorium or similar law affecting creditors’ rights generally and subject to general principles of equity.equity and by bankruptcy or other laws affecting the enforcement of creditors’ rights generally, and the Company has full power and authority to execute and deliver the Agreement and the other agreements and documents contemplated hereby and to perform its obligations hereunder and thereunder.

Authority.Authorization; Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by this Agreement and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement by the Company of this Agreement and the consummation by the Companyit of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of the Company.Company and no further action is required by the Company, the Board of Directors or the Company’s stockholders in connection herewith or therewith other than in connection with the Required Approvals. This Agreement has been (or upon delivery will have been) duly executed and delivered by the Company,Company and, when delivered in accordance with the terms hereof and this Agreement constitutesthereof, will constitute the legal, valid and binding obligation of the Company,Company enforceable against the Company in accordance with its terms, except # as suchlimited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement shallof creditors’ rights generally, # as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and # insofar as indemnification and contribution provisions may be limited by bankruptcy, insolvency, moratorium or similar law affecting creditors’ rights generally and subject to general principles of equity.applicable law.

Authority. The executionexecution, delivery and deliveryperformance by the CompanyPurchaser 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.Purchaser and do not and will not violate any provisions of its Organizational Documents, any applicable Law or any Contract or Order binding upon Purchaser. This Agreement has been duly executed and delivered by the Company, and this Agreement constitutes the legal,a valid and binding obligationagreement of the Company,Purchaser, enforceable against the CompanyPurchaser in accordance with its terms, except as such enforcement shall be limited bysubject to applicable bankruptcy, reorganization, insolvency, moratorium or similar lawand other Laws affecting creditors’ rights generally from time to time in effect, and subject to general principles of equity.equitable principles.

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 and validly authorized, executed and delivered by the Company, and this Agreement constitutes the legal,a valid and binding obligation and agreement of the Company,Company and is enforceable against the Company in accordance with its terms, except as such enforcement shallthereof may be limited by applicable bankruptcy, insolvency, moratoriumreorganization, moratorium, fraudulent conveyance or similar lawlaws affecting creditors’the rights generallyof creditors and subject to general principles of equity.equity principles.

Authority. The executionCompany has all corporate right, power and deliveryauthority to enter into, execute and deliver this Agreement and each other agreement, document, instrument and certificate to be executed by the Company of this Agreement andin connection with the consummation by the Company of the transactions contemplated hereby have been duly authorized by all necessaryhereby, and to perform fully its obligations hereunder and thereunder. All corporate action on the part of the Company.Company, its directors and stockholders necessary for the # authorization execution, delivery and performance of this Agreement by the Company; and # authorization, sale, issuance and delivery of the Shares contemplated hereby and the performance of the Company’s obligations under this Agreement has been taken. This Agreement has been duly executed and delivered by the Company,Company and this Agreement constitutes thea 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 laws of general principlesapplication relating to bankruptcy, insolvency and the relief of equity.debtors and rules of law governing specific performance, injunctive relief or other equitable remedies, and to limitations of public policy.

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