Axiom is a corporation duly organized, validly existing, and in good standing under the laws of the State of Nevada and has the corporate power and is duly authorized under all applicable laws, regulations, ordinances, and orders of public authorities to carry on its business in all material respects as it is now being conducted. Horizon is a company duly organized and existing in good standing under the laws of the Cayman Islands. The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated hereby will not, violate any provision of Axiom’s or Horizon’s certificate of incorporation or bylaws. Axiom and Horizon have taken all action required by law, its certificate of incorporation, its bylaws, or otherwise to authorize the execution and delivery of this Agreement, and Axiom has full power, authority, and legal right and has taken all action required by law, its certificate of incorporation, bylaws, or otherwise to consummate the transactions herein contemplated.