The execution, delivery and performance by Sytnyk of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary actions, as the case may be, on the part of the ESILKROAD, Sytnyk and Bondarenko. Sytnyk and Bondarenko have duly executed and delivered this Agreement and this Agreement constitutes a valid and binding agreement of Sytnyk, Bondarenko and ESILKROAD. The ESILKROAD Shares to be transferred to AGORA in accordance with this Agreement have been duly authorized and validly issued. . Upon transfer of the ESILKROAD Shares  to AGORA, each of Bondarenko and Sytnyk warrant the ESILKROAD shares will have been fully paid and will be non-assessable.