INOL has all requisite corporate power to execute and deliver, to perform its obligations under, and to consummate the transactions contemplated by, this Agreement (subject to the approval of INOL Shareholders as contemplated by Section 5.4 and to receipt of any consents, approvals, authorizations or other matters referred to in Section 5.4). The execution and delivery by INOL of, the performance by INOL of its obligations under, and the consummation by INOL of the transactions contemplated by, this Agreement have been duly authorized by all requisite action of INOL (subject to the approval of INOL Shareholders as contemplated by Section 5.4). This Agreement has been duly executed and delivered by INOL and (assuming due execution and delivery by the 8687544 Parties and approval by INOL Shareholders) is the legal, valid, and binding obligation of INOL, enforceable against it in accordance with its terms, except that such enforcement may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors' rights generally and (ii) general equitable principles. Upon the execution and delivery of the Collateral Documents by each Person (other than by the 8687544 Parties) that is required by this Agreement to execute, or that does execute, this Agreement or any of the Collateral Documents, and assuming due execution and delivery thereof by the 8687544 Parties, the Collateral Documents will be the legal, valid and binding obligations of INOL, enforceable against INOL in accordance with their respective terms, except that such enforcement may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors' rights generally and (ii) general equitable principles.