Each of Parent and Purchaser has full 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 by Parent and Purchaser of this Agreement, the performance by each of Parent and Purchaser of its obligations hereunder and the consummation by Parent and Purchaser of the transactions contemplated hereby have been duly and validly authorized by each of Parent and Purchaser and no other actions or proceedings on the part of Parent or Purchaser are necessary to authorize the execution and delivery by Parent or Purchaser, the performance by either Parent or Purchaser of its obligations hereunder or the consummation by Parent or Purchaser of the transactions contemplated hereby. This Agreement has been duly executed and delivered by each of Parent and Purchaser, and, assuming this Agreement constitutes a valid and binding obligation of the Stockholder, constitutes a valid and binding obligation of each of Parent and Purchaser, enforceable against each of Parent and Purchaser in accordance with its terms, subject to: (i) laws of general application relating to bankruptcy, insolvency and the relief of debtors; and (ii) rules of law governing specific performance and other equitable remedies.