Umatrin has all corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Umatrin and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action and no other corporate proceedings on the part of Umatrin are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. The Umatrin Shareholders have approved this Agreement on behalf of Umatrin and no other stockholder approvals are required to consummate the transactions contemplated hereby. Each Umatrin Shareholder is competent to execute this Agreement, and has the power to execute and perform this Agreement. No other proceedings on the part of Umatrin or any Umatrin Shareholder are necessary to authorize this Agreement or to consummate the transactions contemplated hereby.