The Company has all requisite legal and corporate power to enter into, execute, deliver, and perform this Agreement and the Notes. All corporate and legal action on the part of the Company, its officers, directors and shareholders necessary for the execution and delivery of this Agreement and the Notes, the sale and issuance of the Notes and the performance of the Company’s obligations hereunder, and under the Notes, has been taken. This Agreement is, and upon issuance of the Notes will be, valid and binding obligations of the Company, enforceable in accordance with their terms, except as the same may be limited by bankruptcy, insolvency, moratorium and other laws of general application affecting the enforcement of creditors’ rights.