The execution and delivery of this Agreement and the other documents and instruments to be executed and delivered by Eagle pursuant hereto and the consummation of the transactions contemplated hereby and thereby have been duly authorized by Eagle. No other or further corporate act or proceeding on the part of Eagle or its shareholders is necessary to authorize this Agreement or the other documents and instruments to be executed and delivered by Eagle pursuant hereto or 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 Eagle pursuant hereto will constitute, valid and binding agreements of Eagle, as the case may be, enforceable in accordance with their respective terms, except as such may be limited by bankruptcy, insolvency, reorganization or other laws affecting creditors’ rights generally, and by general equitable principles. The individual(s) executing this Agreement on behalf of Eagle have the full right, power and authority to execute and deliver this Agreement, and upon execution, no further action will be needed to make this Agreement valid and binding upon, and enforceable against, Eagle.