The Company has full power, capacity and authority to execute this Agreement and all other agreements and documents contemplated hereby to which it is or will be a party. The execution and delivery of this Agreement and such other agreements and documents by Company and the consummation by Company of the transactions contemplated hereby has been duly authorized by the Company and its board of directors, and no other action on the part of the Company is necessary to authorize the transactions contemplated hereby. This Agreement has been duly executed and delivered by Company and constitutes the valid and binding obligation of Company, enforceable in accordance with its terms.