Common use of Authorization of Agreement Clause in Contracts

Authorization of Agreement. The Company has full right, power and authority to execute and deliver this Agreement and to perform its obligations hereunder; and all action required to be taken for the due and proper authorization, execution and delivery by it of this Agreement and the consummation by it of the transactions contemplated hereby has been duly and validly taken. This Agreement has been duly authorized, executed and delivered by the Company.

Authorization of Agreement. The Company has full right, all requisite corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder; and all action required to be taken for the due and proper authorization, execution and delivery by it of this Agreement and the consummation by it of the transactions contemplated hereby has been duly and validly taken. This Agreement has been duly authorized, executed and delivered by the Company.

Authorization of Agreement. The Company has full right, the corporate power and authority to execute execute, deliver and deliver perform its obligations under this Agreement and to perform its obligations hereunder; and all action required to be taken for the due and proper authorization, execution and delivery by it of this Agreement and the consummation by it of the transactions contemplated hereby has been duly and validly taken. This Agreement has been duly authorized, executed and delivered by the Company.

Authorization of Agreement. The Company has full right, all requisite corporate power and authority to execute execute, deliver and deliver this Agreement and to perform its obligations hereunder; and all action required to be taken for the due and proper authorization, execution and delivery by it of under this Agreement and the consummation by it of the transactions contemplated hereby has been duly and validly takenAgreement. This Agreement has been duly authorized, executed and delivered by the Company.

Authorization of Agreement. The Company has full right, all corporate power and authority necessary to execute and deliver this Agreement and Agreement, to perform its obligations hereunder; hereunder and all action required to be taken for the due and proper authorization, execution and delivery by it of this Agreement and the consummation by it of consummate the transactions contemplated hereby has been duly and validly takenhereby. This Agreement has been duly authorized, executed and delivered by the Company.

Authorization of Agreement. The Company has full right, power execution and authority to execute and deliver delivery of this Agreement have been duly authorized by all necessary corporate action of the Company, and to perform its obligations hereunder; this Agreement has been duly executed and all action required to be taken for delivered by the Company and, assuming due and proper authorization, execution and delivery by it of this Agreement the other parties hereto, will be the valid and the consummation by it binding agreement of the transactions contemplated hereby has been duly and validly taken. This Agreement has been duly authorizedCompany, executed and delivered by enforceable against the CompanyCompany in accordance with its terms.

Authorization of Agreement. The Company has full right, power and authority under its organizational documents to execute enter into this Agreement, and deliver this Agreement and to perform its obligations hereunder; and all action required to be taken for the due and proper authorization, execution and delivery by it of this Agreement and the consummation by it of the transactions contemplated hereby has been duly and validly taken. This Agreement has been duly authorized, executed and delivered by the Company.

Authorization of Agreement. The Company has full right, power and authority to execute and deliver this This Agreement and to perform its obligations hereunder; the Company’s execution, delivery and all action required to be taken for the due and proper authorization, execution and delivery by it performance of this Agreement and the consummation by it of the transactions contemplated hereby has have been duly and validly taken. This Agreement has been duly authorized, executed and delivered authorized by the Companyall necessary corporate action.

Authorization of Agreement. The Company has full right, all requisite corporate power and authority to execute execute, deliver and deliver this Agreement and to perform its obligations hereunder; and all action required to be taken for the due and proper authorization, execution and delivery by it of under this Agreement and the consummation by it of the transactions contemplated hereby has been duly and validly takenAgreement. This Agreement has been duly and validly authorized, executed and delivered by the Company.

Authorization of Agreement. (a) The execution, delivery and performance by the Company has full right, power and authority to execute and deliver this Agreement and to perform its obligations hereunder; and all action required to be taken for the due and proper authorization, execution and delivery by it of this Agreement and the consummation by it of the transactions contemplated hereby has been duly and validly taken. This Agreement has been duly authorized, executed and delivered authorized by all requisite corporate action by the Company, and this Agreement constitutes the valid and binding obligation of the Company.

Authorization of Agreement. The Company has full right, all requisite power and authority to execute and deliver enter into this Agreement and to perform its obligations hereunder; and all action required to be taken for the due and proper authorization, execution and delivery by it of this Agreement and the consummation by it of consummate the transactions contemplated hereby hereby. This Agreement and all other agreements and instruments to be executed by the Company has been duly and validly taken. This Agreement has been duly authorized, executed and delivered by the Company, has been effectively authorized by all necessary action, corporate or otherwise, and constitutes the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms.

Authorization of Agreement. The Company has full rightall requisite corporate power to execute, power deliver and authority to execute and deliver this Agreement and to perform its obligations hereunder; and all action required to be taken for the due and proper authorization, execution and delivery by it of under this Agreement and the consummation by it of the transactions contemplated hereby has been duly and validly takenAgreement. This Agreement has been duly authorized, authorized and validly executed and delivered by the Company.

Authorization of Agreement. The Company has full right, power and authority to execute and deliver this This Agreement and to perform its obligations hereunder; each document and all action required to be taken for instrument delivered by the due and proper authorization, execution and delivery by it of this Agreement and the consummation by it of the transactions contemplated hereby has been duly and validly taken. This Agreement Company hereunder has been duly authorized, executed and delivered by the Company. The Company has full power and authority to execute and deliver this Agreement and all other agreements, documents, certificates and instruments required to be delivered pursuant to this Agreement.

Authorization of Agreement. The Company has full right, power and authority to execute and deliver enter into this Agreement and to perform its obligations hereunder; and purchase all action required to be taken for the due and proper authorization, execution and delivery by it of this Agreement and the consummation by it of the transactions contemplated hereby has been duly and validly takenSubject Units. This Agreement has been duly authorized, executed and delivered by the Company.

Authorization of Agreement. (1) The execution, delivery and performance by the Company has full right, power and authority to execute and deliver this Agreement and to perform its obligations hereunder; and all action required to be taken for the due and proper authorization, execution and delivery by it of this Agreement and the consummation by it of the transactions contemplated hereby has been duly and validly taken. This Agreement has been duly authorized, executed and delivered authorized by all requisite corporate action by the Company, and this Agreement constitutes the valid and binding obligation of the Company.

Authorization of Agreement. The Company has full right, power and authority to execute and deliver this Agreement and to perform its obligations hereunder; and all action required to be taken for the due and proper authorization, execution and delivery by it of this Agreement and the consummation by it of the transactions contemplated hereby has been duly and validly taken. This Agreement has been duly authorized, executed and delivered by the Company, and the Company has full right, power and authority to perform its obligations hereunder.

Authorization of Agreement. The Company has full corporate right, power and authority to execute and deliver this Agreement and to perform its obligations hereunder; , and all action required to be taken for the due and proper authorization, execution and delivery by it of this Agreement and the consummation by it of the transactions contemplated hereby has been duly and validly taken. This Agreement has been duly authorized, executed and delivered by the Company.

Authorization of Agreement. The Company has full right, power and authority under its organizational documents to execute and deliver enter into this Agreement and to perform its obligations hereunder; and all action required to be taken for the due and proper authorization, execution and delivery by it of this Agreement and the consummation by it of the transactions contemplated hereby has been duly and validly taken. This Agreement has been duly authorized, executed and delivered by the Company.

Authorization of Agreement. The Company has full right, the requisite corporate power and authority to execute and deliver enter into this Agreement and to perform its obligations hereunder; hereunder and all action required to be taken for the due and proper authorization, execution and delivery by it of this Agreement and the consummation by it of the transactions contemplated hereby has have been duly and validly takenauthorized by the Company. This Agreement has been duly authorized, executed and delivered by the Company.

Authorization of Agreement. The Company has full right, corporate power and authority to execute and deliver (a) enter into this Agreement and to perform its obligations hereunder; and all action required to be taken for the due and proper authorization, execution and delivery by it of this Agreement and the consummation by it of consummate the transactions contemplated hereby has been duly under this Agreement, and validly taken(b) authorize, execute, issue, and deliver the Securities as contemplated by this Agreement. This Agreement has been duly authorized, executed and delivered by the Company.

Authorization of Agreement. The Company has the full right, power and authority to execute and deliver enter into this Agreement Agreement, and to perform and to discharge its obligations hereunder; and all action required to be taken for the due and proper authorization, execution and delivery by it of this Agreement and the consummation by it of the transactions contemplated hereby has been duly and validly taken. This Agreement has been duly authorized, executed and delivered by the Company, and constitutes the valid and binding obligations of the Company enforceable in accordance with their respective terms. All corporate action required to be taken for the authorization, issuance and sale of the Offered Securities has been duly and validly taken.

Authorization of Agreement. The Company has full legal right, power and authority to execute enter into and deliver perform this Agreement and to perform its obligations hereunder; and all action required to be taken for the due and proper authorization, execution and delivery by it of this Agreement and the consummation by it of consummate the transactions contemplated hereby has been duly herein; and validly taken. This this Agreement has been duly authorized, executed and delivered by the CompanyCompany and is a legal, valid and binding agreement of the Company enforceable in accordance with its terms.

Authorization of Agreement. The execution, delivery and performance by the Company has full right, power and authority to execute and deliver this Agreement and to perform its obligations hereunder; and all action required to be taken for the due and proper authorization, execution and delivery by it of this Agreement and the consummation by it of the transactions contemplated hereby has have been duly and validly taken. This Agreement has been duly authorized, executed and delivered authorized by all requisite corporate action by the Company, and this Agreement constitutes the valid and binding obligation of the Company.

Authorization of Agreement. The Company has full right, power and authority to execute and deliver this Agreement and to perform its obligations hereunder; and all action required to be taken for the due and proper authorization, execution and delivery by it of this Agreement and the consummation by it of the transactions contemplated hereby has been duly and validly taken. This Agreement has been duly authorized, executed and delivered by the Company. The Company has all requisite power and authority to execute, deliver and perform its obligations under this Agreement.

Authorization of Agreement. The Company has full rightall the necessary corporate power to execute, power deliver and authority to execute and deliver perform its respective obligations under this Agreement and to perform its obligations hereunder; and all action required to be taken for the due and proper authorization, execution and delivery by it of this Agreement and the consummation by it of consummate the transactions contemplated hereby has been duly by this Agreement in connection with the sale of the Offered Securities, and validly taken. This this Agreement has been duly authorized, executed and delivered by the Company.

Authorization of Agreement. The Company has full rightall requisite corporate power to execute, power deliver and authority to execute and deliver this Agreement and to perform its obligations hereunder; and all action required to be taken for the due and proper authorization, execution and delivery by it of under this Agreement and the consummation by it of the transactions contemplated hereby has been duly and validly takenAgreement. This Agreement has been duly and validly authorized, executed and delivered by the Company.

Authorization of Agreement. The Company It has full right, power and authority taken all necessary corporate action on its part to execute and deliver this Agreement and to perform its obligations hereunder; and all action required to be taken for authorize the due and proper authorization, execution and delivery by it of this Agreement and the consummation by performance of its obligations hereunder, and this Agreement is a valid and binding agreement and obligation of it, enforceable against it of the transactions contemplated hereby has been duly and validly taken. This Agreement has been duly authorized, executed and delivered by the Companyin accordance with its terms.

Authorization of Agreement. The Company has full right, power and authority to execute and deliver this Agreement and to perform its obligations hereunder; and all corporate action required to be taken for the due and proper authorization, execution and delivery by it of this Agreement and the consummation by it of the transactions contemplated hereby has been duly and validly taken. This Agreement has been duly authorized, executed and delivered by the Company.

Authorization of Agreement. The This Agreement has been duly authorized, executed and delivered by each of the Company has and the Operating Partnership. Each of the Company and the Operating Partnership have full right, power and authority to execute and deliver this Agreement and to perform its obligations hereunder; and all action required to be taken for the due and proper authorization, execution and delivery by it of this Agreement and the consummation by it of the transactions contemplated hereby has been duly and validly taken. This Agreement has been duly authorized, executed and delivered by the Company.

Authorization of Agreement. The Company has full right, the requisite corporate power and authority to execute and deliver enter into this Agreement and to perform its obligations hereunder; and all action required to be taken for the due and proper authorization, execution and delivery by it of this Agreement and the consummation by it of the transactions contemplated hereby has been duly and validly takenhereby. This Agreement has been duly authorized, executed and delivered by the Company.

Authorization of Agreement. The execution, delivery and performance by the Company has full right, power and authority to execute and deliver this Agreement and to perform its obligations hereunder; and all action required to be taken for the due and proper authorization, execution and delivery by it of this Agreement are within the Company's corporate powers and the consummation by it of the transactions contemplated hereby has have been duly authorized by all requisite corporate action by the Company; and validly taken. This this Agreement has been duly authorized, executed and delivered by the Company and constitutes the valid and binding obligation of the Company.

Authorization of Agreement. The Company has full right, all requisite power and authority to execute execute, deliver and deliver this Agreement and to perform its obligations hereunder; and all action required to be taken for the due and proper authorization, execution and delivery by it of under this Agreement and the consummation by it of the transactions contemplated hereby has been duly and validly takenAgreement. This Agreement has been duly authorized, executed and delivered by the Company.

Authorization of Agreement. The Company has full right, power and authority to execute and deliver this Agreement and to perform its obligations hereunder; and all action required to be taken for the due and proper authorization, execution and delivery by it of this Agreement and the consummation by it of the transactions contemplated hereby has have been duly and validly taken. This Agreement has been duly authorized, executed and delivered by the Company.

Authorization of Agreement. The Company has full right, power and authority to execute and deliver this Agreement and to perform its obligations hereunder; and all action required to be taken for the due and proper authorization, execution and delivery by it of this Agreement and the consummation by it performance of the transactions contemplated hereby Company hereunder has been duly and validly taken. This Agreement has been duly authorized, executed and delivered authorized by all necessary corporate action on the part of the Company.

Authorization of Agreement. The Company has full right, power and authority to execute and deliver this Agreement and to perform its obligations hereunder; and all action required to be taken for the due and proper authorization, execution and delivery by it of this Agreement and the consummation by it of the transactions contemplated hereby has been duly and validly taken. This Agreement has been duly authorized, executed and delivered by the Company.

Authorization of Agreement. The Company has full right, power and authority to execute and deliver this Agreement and to perform its obligations hereunder; and all action required to be taken for the due and proper authorization, execution and delivery by it of this Agreement and the consummation by it of the transactions contemplated hereby has been duly and validly taken. hereunder This Agreement has been duly authorized, executed and delivered by the Company.

Authorization of Agreement. The Company has full right, all requisite limited liability company power and authority to execute execute, deliver and deliver this Agreement and to perform its obligations hereunder; and all action required to be taken for the due and proper authorization, execution and delivery by it of under this Agreement and the consummation by it of the transactions contemplated hereby has been duly and validly takenAgreement. This Agreement has been duly authorized, executed and delivered by the Company.

Authorization of Agreement. The Company has full right, the requisite corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder; and all action required to be taken for the due and proper authorization, execution and delivery by it of this Agreement and the consummation by it of the transactions contemplated hereby has been duly and validly taken. This Agreement has been duly authorized, executed and delivered by the Company.

Authorization of Agreement. The Company has full rightgood and sufficient power, power authority and authority right to execute and deliver this Agreement Agreement. The Company has good and sufficient power, authority and right to perform fully its obligations hereunder; and all action required to be taken for the due and proper authorization, execution and delivery by it of this Agreement and the consummation by it of the transactions contemplated hereby has been duly and validly taken. This Agreement has been duly authorized, executed and delivered by the Company and constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms.

Authorization of Agreement. The Execution and delivery of this Agreement have been duly authorized by all necessary corporate action on behalf of the Company, and this Agreement has been duly executed and delivered by the Company has full right, power and authority no other authorizations are required to execute and deliver this Agreement and to perform its obligations hereunder; and all action required to be taken for the due and proper authorization, execution and delivery by it on behalf of this Agreement and the consummation by it of the transactions contemplated hereby has been duly and validly taken. This Agreement has been duly authorized, executed and delivered by the Company.

Authorization of Agreement. The Company has full right, the requisite corporate power and authority to execute execute, deliver and deliver this Agreement and to perform its obligations hereunder; and all action required to be taken for the due and proper authorization, execution and delivery by it of under this Agreement and the consummation by it of the transactions contemplated hereby has been duly and validly takenAgreement. This Agreement has been duly authorized, executed and delivered by the Company.

Authorization of Agreement. The Company has full right, power and authority to execute and deliver this Agreement and to perform its obligations hereunder; and all action required to be taken for the due and proper authorization, execution and delivery by it of this Agreement and the consummation by it of the transactions contemplated hereby has been duly and validly taken. This Agreement has been duly authorized, executed and delivered by the Company.

Authorization of Agreement. The Company has full right, power and authority to execute and deliver this Agreement and to perform its obligations hereunder; and all action required to be taken for the due and proper authorization, execution and delivery by it of this Agreement and the consummation by it performance of the transactions contemplated hereby Corporation hereunder has been duly and validly taken. This Agreement has been duly authorized, executed and delivered authorized by all necessary action on the Companypart of the Corporation.

Authorization of Agreement. The Company has full right, power and authority to execute and deliver this Agreement and to perform its obligations hereunder; and all action required to be taken for the due and proper authorization, execution and delivery by it of this Agreement and the consummation by it performance of the transactions contemplated hereby Company hereunder has been duly and validly taken. This Agreement has been duly authorized, executed and delivered authorized by all necessary action on the part of the Company.

Authorization of Agreement. The Company has full right, the requisite power and authority under its articles of incorporation (the “Charter”) and by-laws to execute enter into this Agreement, and deliver this Agreement and to perform its obligations hereunder; and all action required to be taken for the due and proper authorization, execution and delivery by it of this Agreement and the consummation by it of the transactions contemplated hereby has been duly and validly taken. This Agreement has been duly authorized, executed and delivered by the Company.

Authorization of Agreement. The Company has full right, power and authority to execute and deliver this Agreement and to perform its obligations hereunder; and all action required to be taken for the due and proper authorization, execution and delivery by it of this Agreement and the consummation by it of the transactions contemplated hereby has been duly and validly taken. This Agreement has been duly authorized, executed and delivered by the Company.

Authorization of Agreement. The Company has full right, power and authority to execute and deliver this Agreement and to perform its obligations hereunder; and all action required to be taken for the due and proper authorization, execution and delivery by it of this Agreement and the consummation by it of the transactions contemplated hereby has been duly and validly taken. This Agreement has been duly authorized, executed and delivered by the CompanyCompany and the Company has the full right, power and authority to perform its obligations hereunder.

Authorization of Agreement. The Company has full rightall requisite power, power authority and authority legal capacity to execute and deliver this Agreement and each other agreement, document, instrument or certificate contemplated by this Agreement or to be executed in connection with the transactions contemplated by this Agreement (the “Company Documents”), to perform its obligations hereunder; hereunder and all action required to be taken for consummate the due transactions contemplated by the Company Documents. The execution, delivery and proper authorization, execution and delivery by it performance of this Agreement and each of the Company Documents and the consummation by it of the transactions contemplated hereby has thereby have been duly authorized and validly taken. This Agreement has been duly authorized, executed and delivered approved by all requisite company action on the part of the Company.

Authorization of Agreement. (a) The Company has full right, all requisite corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder; hereunder and all action required to be taken for consummate the due and proper authorization, Transactions. The execution and delivery by it of this Agreement by the Company and the consummation by it the Company of the transactions contemplated hereby has Transactions have been duly authorized by all necessary corporate action on the part of the Company and validly taken. This no other corporate proceedings on the part of the Company are necessary to authorize this Agreement has been duly authorized, executed and delivered by or to consummate the CompanyTransactions.

Authorization of Agreement. The Company has full right, the requisite corporate power and authority to execute and deliver (a) enter into this Agreement and to perform its obligations hereunder; hereunder and all action required to be taken for the due and proper authorization, execution and delivery by it of this Agreement and the consummation by it of the transactions contemplated hereby has have been duly and validly takenauthorized by the Company. This Agreement has been duly authorized, executed and delivered by the Company.

Authorization of Agreement. The Company has full right, all requisite corporate or other power and authority to execute execute, deliver and deliver perform its obligations under this Agreement and to perform its obligations hereunder; and all action required to be taken for consummate the due and proper authorization, execution and delivery by it of this transactions contemplated hereby. This Agreement and the consummation by it the Company of the transactions contemplated hereby has have been duly and validly takenauthorized by the Company. This Agreement has been duly authorized, executed and delivered by the Company.

Authorization of Agreement. The Company has the full right, power and authority to execute and deliver enter into this Agreement Agreement, and to perform and to discharge its obligations hereunder; and all action required to be taken for the due and proper authorization, execution and delivery by it of this Agreement and the consummation by it of the transactions contemplated hereby has been duly and validly taken. This Agreement has been duly authorized, executed and delivered by the Company, and constitutes the valid and binding obligations of the Company enforceable in accordance with their respective terms. All corporate action required to be taken for the authorization, issuance and sale of the Securities has been duly and validly taken.

Authorization of Agreement. The Company has full right, the requisite power and authority under its organization documents to execute enter into this Agreement, and deliver this Agreement and to perform its obligations hereunder; and all action required to be taken for the due and proper authorization, execution and delivery by it of this Agreement and the consummation by it of the transactions contemplated hereby has been duly and validly taken. This Agreement has been duly authorized, executed and delivered by the Company.

Authorization of Agreement. The Company has full right, all requisite power and authority to execute and deliver enter into this Agreement and to perform its obligations hereunder; and all action required to be taken for the due and proper authorization, execution and delivery by it of this Agreement and the consummation by it of consummate the transactions contemplated hereby hereby. This Agreement (i) has been duly and validly taken. This Agreement has been duly authorized, executed and delivered to the Shareholders by the Company, (ii) has been effectively authorized by all necessary action, corporate or otherwise, of the Company, and (iii) constitutes a legal, valid, and binding obligation of the Company.

Authorization of Agreement. The Company has full right, all ---------------------------- requisite corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder; and all action required to be taken for the due and proper authorization, execution and delivery by it of this Agreement and the consummation by it of the transactions contemplated hereby has been duly and validly taken. This Agreement has been duly authorized, executed and delivered by the Company.

Authorization of Agreement. The execution, delivery and performance by the Company has full right, power and authority to execute and deliver this Agreement and to perform its obligations hereunder; and all action required to be taken for the due and proper authorization, execution and delivery by it of this Agreement are within the Company s corporate powers and the consummation by it of the transactions contemplated hereby has have been duly authorized by all requisite corporate action by the Company; and validly taken. This this Agreement has been duly authorized, executed and delivered by the Company and constitutes the valid and binding obligation of the Company.

Authorization of Agreement. The Company has full right, power and authority to execute and deliver this Agreement and to perform its obligations hereunder; and all action required to be taken for the due and proper authorization, execution and delivery by it of this Agreement and the consummation by it of the transactions contemplated hereby has been duly and validly taken. This Agreement has been duly authorized, executed and delivered by the Company.

Authorization of Agreement. The Company has full right, the requisite corporate power and authority to execute and deliver this Agreement and the Securities and to perform its obligations hereunder; and all action required to be taken for the due and proper authorization, execution and delivery by it of this Agreement and the consummation by it of the transactions contemplated hereby has been duly and validly taken. This Agreement has been duly authorized, executed and delivered by the Company.

Authorization of Agreement. The Company has full right, the requisite power and authority under its organizational documents to execute enter into this Agreement, and deliver this Agreement and to perform its obligations hereunder; and all action required to be taken for the due and proper authorization, execution and delivery by it of this Agreement and the consummation by it of the transactions contemplated hereby has been duly and validly taken. This Agreement has been duly authorized, executed and delivered by the Company.

Authorization of Agreement. (a) The Company has and the Agent each have full right, power and authority to execute and deliver this Agreement and to perform its obligations hereunder; consummate the transactions contemplated hereby. The execution, delivery and all action required to be taken for the due and proper authorization, execution and delivery by it performance of this Agreement and the consummation by it of the transactions contemplated hereby has have been duly and validly taken. This Agreement has been duly authorized, executed and delivered authorized by the Companyboard of directors of each of the Company and the Agent, and no other proceedings on the part of either of the Company or the Agent are necessary.

Authorization of Agreement. The Company has full the corporate right, power and authority to execute and deliver this Agreement and to perform its obligations hereunder; and all action required to be taken for the due and proper authorization, execution and delivery by it of this Agreement and the consummation by it of the transactions contemplated hereby has been duly and validly taken. This Agreement has been duly authorized, executed and delivered by the Company.

Authorization of Agreement. (a) The Company has full right, all requisite power and authority to execute and deliver this Agreement and to perform its obligations hereunder; and all action required Transaction Documents to be taken for executed by the due Company and proper authorizationto consummate the transactions contemplated hereby, execution subject to obtaining the Company Shareholder Approvals. The execution, delivery and delivery performance by it the Company of this Agreement and the consummation by it of the transactions contemplated hereby all relevant Transaction Documents has been duly and validly taken. This Agreement has been duly authorized, executed and delivered authorized by all necessary corporate action on behalf of the Company.

Authorization of Agreement. The Company has full right, power and authority to execute and deliver this Agreement and to perform its obligations hereunder; and all action required to be taken for the due and proper authorization, execution and delivery of, and performance by it the Company of its obligations under, this Agreement and the consummation by it of the transactions contemplated hereby has been duly and validly taken. This authorized by all necessary corporate action on the part of the Company, and this Agreement has been duly authorized, executed and delivered by the Company.

Authorization of Agreement. The Company has full right, power and authority to execute and deliver this Agreement and to perform its obligations hereunder; and all action required to be taken for the due and proper authorization, execution and delivery by it the Company of this Agreement and the consummation by it the Company of the transactions contemplated hereby has been duly and validly taken. This Agreement has been duly authorized, executed and delivered by the Company and constitutes the valid and binding agreement of the Company.

Authorization of Agreement. The execution, delivery and performance by the Company has full right, power and authority to execute and deliver this Agreement and to perform its obligations hereunder; and all action required to be taken for the due and proper authorization, execution and delivery by it of this Agreement and the consummation Note (including the issuance and sale thereof) have been authorized by it of all requisite corporate action by the transactions contemplated hereby has Company; and this Agreement and the Note (including the issuance and sale thereof) have been duly and validly taken. This Agreement has been duly authorized, executed and delivered by the Company and are the valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms.

Authorization of Agreement. The Company has full right, power and authority to execute and deliver this Agreement and to perform its obligations hereunder; and all action required to be taken for the due and proper authorization, execution and delivery by it of this Agreement and the consummation by it of the transactions contemplated hereby has been duly and validly taken. This Agreement has been duly authorized, executed and delivered by the Company. The Company has all requisite power and authority to execute, deliver and perform its obligations under the Agreement.

Authorization of Agreement. The execution, delivery and performance of this Agreement, and the consummation of the transactions contemplated hereby, have been duly and validly authorized by the Board of Directors of the Company, and the Company has the full legal right, power and authority to execute and deliver this Agreement and Agreement, to perform its obligations hereunder; , and all action required to be taken for the due and proper authorization, execution and delivery by it of this Agreement and the consummation by it of consummate the transactions contemplated hereby has been duly and validly takenhereby. This Agreement has been duly authorized, executed and delivered by No further authorization is required on the Companypart of the Company to consummate the transactions contemplated hereby.

Authorization of Agreement. The Company has full right, power and authority to execute and deliver this Agreement and to perform its obligations hereunder; and all All action required to be taken for the due and proper authorization, execution and delivery by it the Company of this Agreement and the consummation by it of the transactions contemplated hereby has been duly and validly taken. This Agreement has been duly authorized, executed and delivered by the Company.

Authorization of Agreement. The Company has full right, power and authority to execute and deliver this Agreement and to perform its obligations hereunder; and all action required to be taken for the due and proper authorization, execution and delivery by it of this Agreement and the consummation by it of the transactions contemplated hereby has been duly and validly taken. This Agreement has been duly authorized, executed and delivered by the Company and constitutes the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms.

Authorization of Agreement. The Company has full right, all requisite power and authority to execute and deliver this Agreement and to perform its obligations hereunder; and all action required to be taken for consummate the due and proper authorization, transactions contemplated hereby. The execution and delivery by it of this Agreement and the consummation by it of the transactions contemplated hereby has have been duly and validly taken. This Agreement has been duly authorized, executed and delivered authorized by all requisite corporate action on the part of the Company.

Authorization of Agreement. (a) The Company has full right, all requisite corporate power and authority to execute execute, deliver and deliver this Agreement and to perform its obligations hereunder; under this Agreement. The execution, delivery and all action required to be taken for the due and proper authorization, execution and delivery by it performance of this Agreement and the consummation by it of the transactions contemplated hereby has been duly and validly taken. This Agreement has been duly authorized, executed and delivered authorized by all necessary corporate action on the part of the Company. The Board of Directors has approved the entry by the CompanyCompany into this Agreement.

Authorization of Agreement. The This Agreement has been duly authorized, executed and delivered by the Company and the Company has the full right, power and authority to execute and deliver this Agreement and to perform its obligations hereunder; and all action required to be taken for the due and proper authorization, execution and delivery by it of this Agreement and the consummation by it of the transactions contemplated hereby has been duly and validly taken. This Agreement has been duly authorized, executed and delivered taken by each of the Company.

Authorization of Agreement. The Company has full right, corporate power and authority to execute and deliver (a) enter into this Agreement and to perform its obligations hereunder; and all action required to be taken for the due and proper authorization, execution and delivery by it of this Agreement and the consummation by it of consummate the transactions contemplated hereby has been duly under this Agreement, and validly taken(b) authorize, execute, issue and deliver the Offered Securities contemplated by this Agreement. This Agreement has been duly authorized, executed and delivered by the Company.

Authorization of Agreement. The execution, delivery and performance by the Company has full right, power and authority to execute and deliver this Agreement and to perform its obligations hereunder; and all action required to be taken for the due and proper authorization, execution and delivery by it of this Agreement are within the Company's corporate powers and the consummation by it of the transactions contemplated hereby has have been duly authorized by all requisite corporate action by the Company; and validly taken. This this Agreement has been duly authorized, executed and delivered by the Company and constitutes the valid and binding obligation of the Company, enforceable in accordance with its terms.

Authorization of Agreement. The Company has the full right, power and authority to execute and deliver enter into this Agreement Agreement, each of the Subscription Agreements and to perform and to discharge its obligations hereunderhereunder and thereunder; and all action required to be taken for the due and proper authorization, execution and delivery by it each of this Agreement and Agreement, the consummation by it of the transactions contemplated hereby has been duly and validly taken. This Agreement has Subscription Agreements have been duly authorized, executed and delivered by the Company, and constitutes the valid and binding obligations of the Company enforceable in accordance with their respective terms. All corporate action required to be taken for the authorization, issuance and sale of the Securities has been duly and validly taken.

Authorization of Agreement. The Company has full right, the corporate power and authority to execute and deliver enter into this Agreement and to perform its obligations hereunder; hereunder and all action required to be taken for the due and proper authorization, execution and delivery by it of this Agreement and the consummation by it of the transactions contemplated hereby has have been duly and validly takenauthorized by the Company. This Agreement has been duly authorized, executed and delivered by the Company.

Authorization of Agreement. The Company has full right, power and authority to execute and deliver this Agreement and to perform its obligations hereunder; and all action required to be taken for the due and proper authorization, execution and delivery by it of this This Agreement and the consummation by it of the transactions contemplated hereby has herein have been duly authorized and validly taken. This reserved for issuance, sale and delivery pursuant to this Agreement by the Company, and this Agreement has been duly authorized, executed and delivered by the CompanyCompany and constitutes a valid and binding obligation of the Company enforceable in accordance with its terms.

Authorization of Agreement. The execution, delivery and performance by the Company has full right, power and authority to execute and deliver this Agreement and to perform its obligations hereunder; and all action required to be taken for the due and proper authorization, execution and delivery by it of this Agreement and the consummation Note (including the issuance and sale thereof) have been authorized by it of all requisite corporate actions by the transactions contemplated hereby has Company; and this Agreement and the Note (including the issuance and sale thereof) have been duly and validly taken. This Agreement has been duly authorized, executed and delivered by the Company and are the valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms.

Authorization of Agreement. (a) The Company has full right, corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder; consummate the transactions contemplated hereby. The execution, delivery and all action required to be taken for the due and proper authorization, execution and delivery by it performance of this Agreement and the consummation by it of the transactions contemplated hereby has have been duly and validly taken. This Agreement has been duly authorized, executed and delivered authorized by the board of directors and stockholders of the Company, and no other proceedings on the part of the Company or the Stockholder are necessary in order to authorize or effectuate the transactions contemplated hereby.

Authorization of Agreement. The Company has the full right, power and authority to execute and deliver this Agreement and to perform its obligations hereunder; and all action required to be taken for the due and proper authorization, execution and delivery by it of this Agreement and the consummation by it of the transactions contemplated hereby has been duly and validly taken. This Agreement has been duly authorized, executed and delivered by the Company.

Authorization of Agreement. The Company has full right, all requisite corporate power and authority to execute execute, deliver and deliver perform its obligations under this Agreement and to perform its obligations hereunder; and all action required to be taken for the due and proper authorization, execution and delivery by it Deposit Agreement. Each of this Agreement and the consummation by it of the transactions contemplated hereby has been duly and validly taken. This Deposit Agreement has been duly authorized, executed and delivered by the Company.

Authorization of Agreement. The Company has full right, power and authority to execute and deliver this Agreement and to perform its obligations hereunder; and all action required to be taken for the due and proper authorization, execution and delivery by it of this Agreement and the consummation by it of the transactions contemplated hereby has been duly and validly taken. This Agreement has been duly authorized, executed and delivered by the Company.; and the Company has full power and authority to authorize, issue and sell the Offered Securities as contemplated by this Agreement;

Authorization of Agreement. This Agreement and each document and instrument to be delivered by the Company hereunder has been duly authorized, executed and delivered by the Company. The Company has full right, power and authority to execute and deliver this Agreement and to perform its obligations hereunder; all other agreements, documents, certificates and all action instruments required to be taken for the due and proper authorization, execution and delivery by it of delivered pursuant to this Agreement and the consummation by it of the transactions contemplated hereby has been duly and validly taken. This Agreement has been duly authorized, executed and delivered by the CompanyAgreement.