All corporate actions on the part of Holder, its officers, directors and stockholders necessary for the authorization, execution and delivery of the Warrant have been taken. Holder has the requisite corporate power to enter into the Warrant and to carry out and perform its obligations thereunder. The Warrant, when executed and delivered by Holder, shall be duly authorized, executed and delivered and, upon due execution and delivery by the Company. The Warrant will be a valid and binding agreement of Holder, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally or by equitable principles.