The Company, the Seller, and Orlando Taddeo haveall requisite capacity, power and authority to execute and deliver this Agreement and the Seller Ancillary Documents to which such Person is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by the Company and the Seller of this Agreement, and the execution by Company andthe Seller of the Seller Ancillary Documents to which such Person is a party, the performance by the Company andthe Seller of his, her or its respective obligations hereunder and thereunder, and the consummation by the Companythe Seller of the transactions contemplated hereby and thereby have been duly and validly authorized and approved by all necessary entity or other action on the part of such Person. This Agreement has been, and as of the Closing Date, all of the Seller Ancillary Documents shall be, duly executed and delivered by the Company and the Seller, as applicable, and, assuming the due authorization, execution and delivery of this Agreement and the Purchaser Ancillary Documents by the Purchaser, this Agreement does, and as of the Closing Date, all of the Seller Ancillary Documents will, constitute legally valid and binding obligations of the Company and the Seller enforceable against the Company and the Seller in accordance with their respective terms, except as such enforceability may be limited by (a) the effect of any applicable Laws of general application relating to bankruptcy, reorganization, insolvency, moratorium or similar Laws affecting creditors’ rights and relief of debtors generally, and (b) the effect of Law and general principles of equity governing specific performance, injunctive relief and other equitable remedies (regardless of whether such enforceability is considered in a proceeding in equity or at law) ((a) and (b) collectively, the “ Enforceability Exceptions ”).