All corporate actions on the part of the Companies, their officers, directors and stockholders necessary for the authorization, execution and delivery of each of the Transaction Documents and for the issuance of the Securities, have been taken. The Companies have the requisite corporate power to enter into each of the other Transaction Documents and to carry out and perform their obligations thereunder. Each of the Transaction Documents have been duly authorized, executed and delivered by the Companies, as applicable, and, upon due execution and delivery by the Purchasers, each of the Transaction Documents will be a valid and binding agreement of the Companies, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally or by equitable principles.