Authority. The Company has all necessary power and authority to enter into, and be bound by the terms of, this Agreement, and the execution, delivery and performance of the undertakings contemplated by this Agreement have been duly authorized by the Company.

Authority. The CompanyAUTHORITY. Each party has all necessary power and authority to enter into, and be bound by the terms of, this Agreement, and the execution, delivery and performance of the undertakings contemplated by this Agreement have been duly authorized by the Company.each party hereto.

Authority. The Company is validly existing and in good standing under the laws of the jurisdiction of its organization and has all necessarythe power and authority to enter into,into this Agreement. This Agreement has been duly executed and be bounddelivered by Company and constitutes the terms of, this Agreement,valid and thebinding obligation of Company, enforceable against it in accordance with its terms. The execution, delivery and performance of the undertakings contemplated by this Agreement havehas been duly authorized by all necessary actions on the Company.part of Company, its officers and directors.

Authority. The Company has all necessarythe corporate power and authority to enter into,execute and be bound by the terms of,deliver this Agreement,Agreement and theto carry out its obligations hereunder. The execution, delivery and performance by the Company of this Agreement and the consummation of the undertakings contemplated by this AgreementExchange 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 will be valid and binding on the Company and enforceable against the Company in accordance with its terms, except as the same may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent transfer or conveyance, moratorium or similar laws affecting the enforcement of creditors rights generally and general equitable principles, regardless of whether such enforceability is considered in a proceeding at law or in equity.

Authority. The Company has all necessaryrequisite corporate power and authorityauthority, as applicable, to enter into,execute, deliver and be boundperform its respective obligations under this Agreement. This Agreement has been duly and validly authorized, executed and delivered by the terms of, this Agreement, and the execution, delivery and performance of the undertakings contemplated by this Agreement have been duly authorized by the Company.

Authority. The Company has all necessarythe power and authority to enter into,into and be boundperform its obligations under this Agreement and to issue the Shares to Creditor. The Company is an entity duly incorporated or otherwise organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization, with the requisite power and authority to own and use its properties and assets and to carry on its business as currently conducted. The execution and delivery of this Agreement by the terms of, this Agreement,Company, and the consummation by the Company of the transactions contemplated hereby, have been duly authorized by all necessary action and no other proceeding on the part of the Company is necessary to authorize the execution, delivery and performance of the undertakings contemplated by this Agreement have been duly authorized byand the Company.transactions contemplated hereby.

Section # Power and Authority. The Company has all necessaryrequisite power and authority to enter into,execute, deliver and be bound by the terms of, this Agreement, and the execution, delivery and performance of the undertakings contemplated byperform its obligations under this Agreement have been duly authorized byand to consummate the Company.Transactions.

Authority. The CompanyCorporation represents, covenants and agrees that it has all necessarythe corporate power and authority to enter into,into this Agreement and be bound by the terms of,to carry out its obligations under this Agreement, and theAgreement. The execution, delivery and performance of this Agreement and the undertakingsconsummation of the transactions contemplated by this Agreement have been duly authorized by the Company.Board of Directors of the Corporation. This Agreement is a valid and binding obligation of the Corporation and is enforceable against the Corporation in accordance with its terms.