The Company has the requisite corporate power and authority to enter into each of the Transaction Agreements and to consummate the transactions contemplated hereby and thereby. The execution and delivery by the Company of each of the Transaction Agreements, the issuance, sale and delivery of the Shares by the Company, the compliance by the Company with each of the provisions of each of the Transaction Agreements, and the consummation by the Company of the transactions contemplated hereby and thereby (a) are within the corporate power and authority of the Company (including such approval and authorization by the Company’s Board of Directors required under the Laws of the State of Delaware and Company’s certificate of incorporation and bylaws) and (b) have been duly authorized by all necessary corporate action of the Company.  Each of the Transaction Agreements have been duly and validly executed and delivered by the Company.  Assuming due authorization, execution and delivery by the Purchaser of the Transaction Agreements, each of the Transaction Agreements constitute, a valid and binding agreement of the Company enforceable against the Company in accordance with its terms, except to the extent such enforcement is limited by (i) any applicable bankruptcy, insolvency and other similar Laws affecting the enforcement of creditors’ rights generally and (ii) general principles of equity, including the possible unavailability of specific performance or injunctive relief or other equitable remedies.