All corporate action required to be taken by the Board and stockholders in order to authorize the Company to enter into this Agreement, and to issue the Company Purchased Securities at the Closing, has been taken or will be taken prior to the Closing. All action on the part of the officers of the Company necessary for the execution and delivery of this Agreement, the performance of all obligations of the Company under the Transaction Agreements to be performed as of the Closing, and the issuance and delivery of the Company Purchased Securities has been taken or will be taken prior to the Closing. This Agreement, when executed and delivered by the Company, and the Investors’ Rights Agreement shall constitute valid and legally binding obligations of the Company, enforceable against the Company in accordance with their respective terms except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or other laws of general application relating to or affecting the enforcement of creditors’ rights generally, (b) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies, (c) to the extent the indemnification provisions contained in the Investors’ Rights Agreement may be limited by applicable federal or state securities laws or (d) with respect to the Pubco Shares or any action to be undertaken by Pubco related to the issuance thereof.