Authorization. All corporate action has been taken, or will be taken prior to the applicable Closing, on the part of the Board and stockholders that is necessary for the authorization, execution and delivery of this Agreement by the Company and the performance by the Company of the obligations to be performed by the Company as of the date hereof under this Agreement. This Agreement, when executed and delivered by the Company, shall constitute the valid and legally binding obligation of the Company, enforceable against the Company in accordance with its 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. All corporate action has been taken, or will be taken prior to the applicable Closing, on the part of the Boardrespective party and stockholders that isits nominees, officers, directors and shareholders necessary for the authorization, execution and delivery of this Agreement by the Company and the performance by the Companyof all obligations of the obligations to be performed by the Company as of the date hereof under this Agreement.respective party hereunder has been taken. This Agreement, when executed and delivered by the Company, shall constitute theAgreement constitutes a valid and legally binding obligation of the Company,parties, enforceable against the Company in accordance with its 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.respective terms.

All corporate action has been taken, or will be taken prior to the applicable Closing, on the part of the Boardit, its officers, directors and stockholders that is necessary for the authorization, execution and delivery of this Agreement by the CompanyAgreement, and the performance by the Company of theall obligations to be performed by the Company as of the date hereof underhereunder and thereunder, have been taken, and this Agreement. This Agreement, when executed and delivered by the Company,it, shall constitute the valid and legally binding obligationobligations of the Company,it, enforceable against the Companyit in accordance with itstheir terms except to the extent that # as limited by applicablesuch enforcement may be subject to bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance,moratorium or other similar laws of general applicationnow or hereafter in effect relating to creditor’s rights generally and # the remedy of specific performance or affecting the enforcementinjunctive and other forms of creditors’ rights generally, or # as limited by laws relatingequitable relief may be subject to equitable defenses and to the availabilitydiscretion of specific performance, injunctive relief, or other equitable remedies.the court before which any proceeding therefor may be brought.

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 has been taken, or will be taken prior to the applicable Closing, on the part of the BoardCompany, its directors and stockholders that is necessary for the authorization, execution# authorization execution, delivery and deliveryperformance of this Agreement by the CompanyCompany; and # authorization, sale, issuance and delivery of the Shares contemplated hereby and the performance by the Company of the Company’s obligations to be performed by the Company as of the date hereof under this Agreement.Agreement has been taken. This Agreement, whenAgreement has been duly executed and delivered by the Company, shall constitute theCompany and constitutes a legal, valid and legally binding obligation of the Company, enforceable against the Company in accordance with its terms except # as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or otherterms, subject to laws of general application relating to or affectingbankruptcy, insolvency and the enforcementrelief of creditors’ rights generally, or # as limited by laws relating to the availabilitydebtors and rules of law governing specific performance, injunctive relief,relief or other equitable remedies.remedies, and to limitations of public policy.

Authorization; Enforcement. The Company has the requisite corporate action has been taken, or will be taken priorpower and authority to enter into and to consummate the applicable Closing, on the part of the Boardtransactions contemplated by this Agreement and stockholders that is necessary for the authorization,otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement by the Company and the performanceconsummation 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 has been (or upon delivery will have been) duly executed by the Company ofand, when delivered in accordance with the obligations to be performed by the Company as of the dateterms hereof under this Agreement. This Agreement, when executed and delivered by the Company, shallthereof, will constitute the valid and legally binding obligation of the Company,Company enforceable against the Company in accordance with its termsterms, except # as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, ormoratorium and 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,relief or other equitable remedies.remedies and # insofar as indemnification and contribution provisions may be limited by applicable law.