The Key Stockholder has all requisite power and authority and the legal capacity to enter into this Agreement and to perform all of the Key Stockholder’s obligations under this Agreement. The execution and delivery by the Key Stockholder of this Agreement and the performance by the Key Stockholder of his obligations hereunder have been duly authorized by all necessary action on the part of the Key Stockholder, and no other action on the part of the Key Stockholder is necessary to authorize his execution and delivery by the Key Stockholder or the performance by the Key Stockholder. This Agreement has been duly and validly executed and delivered by the Key Stockholder and constitutes a valid and binding obligation of the Key Stockholder, enforceable against the Key Stockholder in accordance with its terms. If the Key Stockholder is married and the Key Stockholder’s Company Shares constitute community property (or such spouse otherwise has an interest in the Shares), this Agreement has been duly authorized, executed and delivered by, and constitutes a valid and binding obligation of, the Key Stockholder’s spouse, enforceable against that spouse, in accordance with its terms.