Authority and Ownership of Shares. (A) CCC and the Company have full power, capacity and authority to execute and deliver this Agreement and each of the other documents to which it is a party and to consummate the contemplated transactions. No other proceedings are necessary to authorize the execution and delivery of this Agreement or the other transaction documents to which they are a party or the consummation of the contemplated transactions. This Agreement and the other documents to which the CCC and the Company are a party have been duly and validly executed and delivered by the CCC and the Company and (assuming the valid execution and delivery thereof by NetWolves) constitute the legal, valid and binding agreements of the CCC and the Company, enforceable against each of them in accordance with their respective terms, except as such obligations and their enforceability may be limited by applicable bankruptcy and other similar laws affecting the enforcement of creditors' rights generally and except that the availability of equitable remedies is subject to the discretion of the court before which any proceeding therefor may be brought.
