The Janus Stockholder has all necessary power and authority to execute and deliver this Agreement and to consummate the transactions contemplated by this Agreement.  The execution and delivery of this Agreement by the Janus Stockholder and the consummation of the transactions contemplated by this Agreement have been duly authorized by all necessary action on the part of the Janus Stockholder and, assuming the due authorization, execution, and delivery of this Agreement by Henderson and Janus, this Agreement constitutes a legal, valid, and binding obligation of the Janus Stockholder, enforceable against the Janus Stockholder in accordance with its terms.