Authorization

Authorization. The execution, delivery and performance of this Agreement and the completion of the transactions contemplated hereby by the Purchaser have been duly and validly authorized by all necessary action on the part of the Purchaser. This Agreement has been duly and validly executed and delivered by the Purchaser, and is the valid and binding obligation of the Purchaser, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium and other Applicable Laws relating to or affecting the availability of equitable remedies and the enforcement of creditors' rights generally and general principles of equity and public policy and to the qualification that equitable remedies such as specific performance and injunction may be granted only in the discretion of a court of competent jurisdiction. At Closing, all necessary corporate action will have been taken by the Purchaser to validly issue the Consideration Shares as fully paid and non-assessable shares in the capital of the Purchaser.