Authorization; Enforceability. The Company has full legal right, power and authority to enter into this Agreement and perform the transactions contemplated hereby. This Agreement has been duly authorized, executed and delivered by the Company and is a legal, valid and binding agreement of the Company enforceable against the Company in accordance with its terms, except to the extent that # enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general equitable principles and # the indemnification and contribution provisions of [Section 11] hereof may be limited by federal or state securities laws and public policy considerations in respect thereof.

Authorization; Enforceability.Enforcement. The Company has full legal right,the requisite corporate power and authority to enter into and to consummate the transactions contemplated by this Agreement and performotherwise to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement by the Company and the consummation by it of the transactions contemplated hereby.hereby and thereby have been duly authorized by all necessary action on the part of the 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 authorized, executed and delivered by the Company and, when delivered in accordance with the terms hereof and is a legal,thereof, will constitute the valid and binding agreementobligation of the Company enforceable against the Company in accordance with its terms, except to the extent that # enforceability may beas limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of 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 of [Section 11] hereof may be limited by federal or state securities laws and public policy considerations in respect thereof.applicable law.

Authorization; Enforceability. The Company has full legal right, powerSection # Valid and authority to enter into this Agreement and perform the transactions contemplated hereby.Enforceable Agreement; Authorization. This Agreement has been duly authorized, executed and delivered by the Company and isconstitutes a legal, valid and binding agreementobligation of the CompanyCompany, enforceable against the Company in accordance with its terms, except to the extent that # enforceabilitysuch enforcement may be limited bysubject to # bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors’ rights generally and by general equitable principlesgenerally, and # the indemnification and contribution provisionsgeneral principles of [Section 11] hereof may be limited by federal or state securities laws and public policy considerations in respect thereof.equity.

Authorization; Enforceability. The Company has full legal right,all requisite corporate power and authority to enter into this AgreementAgreement, to perform its obligations hereunder and performto consummate the transactions contemplated hereby. This Agreement has been duly and validly authorized, executed and delivered by the Company and is aconstitutes the legal, valid and binding agreement of the CompanyCompany, enforceable against the Companyit in accordance with its terms, except to the extent that #as enforceability may be limited by bankruptcy, insolvency, reorganization, moratoriumreorganization or similar laws affecting the enforcement of creditors’ rights generally and byor general equitable principles and # the indemnification and contribution provisions of [Section 11] hereof may be limited by federal or state securities laws and public policy considerations in respect thereof.equity.

Authorization; Enforceability.Enforcement. The Company has full legal right,the requisite corporate power and authority to enter into and to consummate the transactions contemplated by this Agreement and performeach of the transactions contemplated hereby. Thisother Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement has been duly authorized, executed and deliveredeach of the other Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of the 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 and each other Transaction Document to which it is a legal,party has been (or upon delivery will have been) duly executed by the Company and, when delivered in accordance with the terms hereof and thereof, will constitute the valid and binding agreementobligation of the Company enforceable against the Company in accordance with its terms, except to the extent that # enforceability may beas limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of 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 of [Section 11] hereof may be limited by federal or state securities laws and public policy considerations in respect thereof.applicable law.

Authorization; Enforceability. The Company has full legal right, power and authority to enter into this Agreement and performto consummate the transactions contemplated hereby.Transaction. This Agreement has been duly authorized,and validly executed and delivered by any authorized officer of the Company and is aconstitutes the legal, valid and binding agreementobligation of the CompanyCompany, enforceable against the Company in accordance with its terms, except to the extent that #as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratoriummoratorium, reorganization or similar laws affectingin effect that affect the enforcement of creditors’ rights generally and by general equitable principles and #limitations on the indemnification and contribution provisionsavailability of [Section 11] hereof may be limited by federal or state securities laws and public policy considerations in respect thereof.specific remedies.

Authorization; Enforceability.Enforcement. The Company has full legal right,the requisite corporate power and authority to enter into and to consummate the transactions contemplated by this Agreement and performeach of the transactions contemplated hereby. Thisother Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of each of this Agreement has been duly authorized, executed and deliveredthe other Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of the 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 and each other Transaction Document to which it is a legal,party has been (or upon delivery will have been) duly executed by the Company and, when delivered in accordance with the terms hereof and thereof, will constitute the valid and binding agreementobligation of the Company enforceable against the Company in accordance with its terms, except to the extent thatexcept: # enforceability may beas limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of 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 of [Section 11] hereof may be limited by federal or state securities laws and public policy considerations in respect thereof.applicable law.

Authorization; Enforceability.Enforcement. The Company has full legal right,the requisite corporate power and authority to enter into and to consummate the transactions contemplated by this Agreement and performeach of the transactions contemplated hereby. Thisother Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement has been duly authorized, executed and deliveredeach of the other Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of the 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. Subject to obtaining the Required Approvals, this Agreement and each other Transaction Document to which it is a legal,party has been (or upon delivery will have been) duly executed by the Company and, when delivered in accordance with the terms hereof and thereof, will constitute the valid and binding agreementobligation of the Company enforceable against the Company in accordance with its terms, except to the extent that # enforceability may beas limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of 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 of [Section 11] hereof may be limited by federal or state securities laws and public policy considerations in respect thereof.applicable law.

Authorization; Enforceability.Authority. The execution and delivery by the Company has full legal right, power and authority to enter intoof this Agreement and performthe consummation by the Company of the transactions contemplated hereby.hereby have been duly authorized by all necessary action on the part of the Company. This Agreement has been duly authorized, executed and delivered by the CompanyCompany, and is athis Agreement constitutes the legal, valid and binding agreementobligation of the CompanyCompany, enforceable against the Company in accordance with its terms, except to the extent that # enforceability mayas such enforcement shall be limited by bankruptcy, insolvency, reorganization, moratorium or similar lawslaw affecting creditors’ rights generally and bysubject to general equitable principles and # the indemnification and contribution provisions of [Section 11] hereof may be limited by federal or state securities laws and public policy considerations in respect thereof.equity.

Authorization; Enforceability. The Company has full legal right, power and authority to enter into this Agreement and perform the transactions contemplated hereby. This Agreement has been duly authorized, validly executed and delivered byon behalf of the Company and is a legal, valid and binding agreement and obligation of the Company enforceable against the Company in accordance with its terms, exceptsubject to the extent that # enforceability may be limitedlimitations on enforcement by bankruptcy, insolvency, reorganization, moratoriumgeneral principles of equity and by bankruptcy or similarother laws affecting the enforcement of creditors’ rights generallygenerally, and by general equitable principlesthe Company has full power and #authority to execute and deliver the indemnificationAgreement and contribution provisions of [Section 11] hereof may be limited by federal or state securities lawsthe other agreements and public policy considerations in respect thereof.documents contemplated hereby and to perform its obligations hereunder and thereunder.