Can-Fite has full power and authority to enter into this Agreement. All corporate action on the part of CanFite, its officers, directors and stockholders necessary for the authorization, execution and delivery of this Agreement and the performance of all obligations of CanFite hereunder, including the waiver of the Indebtedness has been taken or will be taken prior to the Closing. This Agreement, when executed and delivered by Can-Fite, will constitute a valid and legally binding obligation of Can-Fite, enforceable in accordance with its terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and any other laws of general application affecting enforcement of creditors’ rights generally, and (b) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.