The execution and delivery of this Agreement and the other documents and instruments to be executed and delivered by Company or anyone on behalf of the Company pursuant hereto and the consummation of the transactions contemplated hereby and thereby have been duly authorized by Company. No other or further act or proceeding on the part of Company, its directors, or shareholders is necessary to authorize this Agreement or the other documents and instruments to be executed and delivered by Company pursuant hereto or the consummation of the transactions contemplated hereby and thereby. Company has delivered to Eagle true, correct and complete copies of all consents, resolutions and other documents necessary to duly authorize the execution and delivery of this Agreement and the other documents and instruments to be executed and delivered by Company or Members pursuant hereto and the consummation of the transactions contemplated hereby and thereby. This Agreement constitutes, and when executed and delivered, the other documents and instruments to be executed and delivered by Company or Members pursuant hereto will constitute, valid and binding agreements of Company enforceable in accordance with their respective terms.