UMHL has all corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby and upon the execution and delivery by Umatrin and the Umatrin Shareholders and the performance of their obligations herein, will constitute, a legal, valid and binding obligation of UMHL. The execution and delivery of this Agreement by UMHL and the consummation by UMHL of the transactions contemplated hereby have been duly authorized by all necessary corporate action of UMHL, and no other corporate proceedings on the part of UMHL are necessary to authorize this Agreement or to consummate the transactions contemplated hereby.