nd any of them, are each hereby authorized to execute and deliver on behalf of the Company the Purchase Agreement, the Investors' Rights Agreement, the Co-Sale Agreement, the Voting Agreement and all agreements and instruments contemplated thereby and to take all actions necessary to complete all transactions contem

2 3.2 Corporate Power. The Company has all requisite corporate power to enter into this Agreement, the Rights Agreement, the Voting Agreement and the Co-Sale Agreement to sell the Shares hereunder and to carry out and perform its other obligations under the terms of this Agreement, the Rights Agreement, the Voting

1 3.2 Corporate Power. The Company has all requisite corporate power to enter into this Agreement, the Rights Agreement, the Voting Agreement and the Co-Sale Agreement to sell the Shares hereunder and to carry out and perform its other obligations under the terms of this Agreement, the Rights Agreement, the Voting