Authorization. Purchaser is a corporation duly organized and validly existing and with active status under the laws of the State of Delaware with all requisite power and authority to enter into this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by Purchaser and constitutes the legal, valid, and binding obligation of Purchaser, enforceable against Purchaser in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance, moratorium, and similar laws affecting creditors' rights and general equity principles.

Authorization.Organization; Authority. The Purchaser is a corporationeither an individual or an entity duly organized andincorporated or formed, validly existing and with active statusin good standing under the laws of the Statejurisdiction of Delawareits incorporation or formation with all requisitefull right, corporate, partnership, limited liability company or similar power and authority to enter into this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby.by this Agreement and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement and performance by the Purchaser of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate, partnership, limited liability company or similar action, as applicable, on the part of the Purchaser. This Agreement has been duly executed by the Purchaser, and when delivered by the Purchaser in accordance with the terms hereof, will constitute the valid and constitutes the legal, valid, andlegally binding obligation of the Purchaser, enforceable against Purchaserit in accordance with its terms, subject toexcept: # as limited by general equitable principles and applicable bankruptcy, insolvency, fraudulent conveyance, moratorium,reorganization, moratorium and similarother laws of general application affecting creditors'enforcement of creditors’ rights generally, # as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and general equity principles.# insofar as indemnification and contribution provisions may be limited by applicable law.

Authorization.Authority. The Purchaser is a corporation duly organized and validly existing and with active status under the laws of the State of Delaware withhas all requisite capacity, power and authority to enter into this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance by the Purchaser of this Agreement and the consummation by the Purchaser of the transactions contemplated hereby have been duly authorized by all requisite corporate or other action on the part of the Purchaser. This Agreement has been duly executed and delivered by the Purchaser and constitutes the legal, valid,valid and binding obligationobligations of the Purchaser, enforceable against the Purchaser in accordance with itstheir respective terms, subject to bankruptcy, insolvency, fraudulent conveyance, moratorium, and similar laws affecting creditors' rights and general equity principles.applicable Law.

Authorization. The Purchaser is a corporation duly organized and validly existing and with active status under the laws of the State of Delaware with all requisitehas full power and authority to enter into this Agreement. This Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. This Agreement has been dulywhen executed and delivered by Purchaserthe Purchaser, will constitute a valid and constitutes the legal, valid, andlegally binding obligation of the Purchaser, enforceable against Purchaser in accordance with itstheir terms, subject toexcept # as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, moratorium, and similarany other laws of general application relating to or affecting creditors'the enforcement of creditors’ rights and general equity principles.generally, or # the effect of rules of law governing the availability of equitable remedies.

Authorization.Authority. Purchaser is a corporation duly organized and validly existing and with active status under the laws of the State of Delaware withhas all requisite power and authority to enter intoexecute and deliver this Agreement, to perform its obligations hereunderAgreement and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by PurchaserPurchaser, and this Agreement constitutes the legal, valid,valid and binding obligationagreement of Purchaser,Purchaser enforceable against Purchaser in accordance with its terms, subject toexcept as enforcement may be limited by # bankruptcy, insolvency, fraudulent conveyance, moratorium, and similarreorganization or other laws affecting creditors'the enforcement of creditors’ rights generally, and # general equity principles.principles of equity.

Authorization.The Purchaser is a corporationan entity duly organized andincorporated or formed, validly existing and with active statusin good standing under the laws of the Statejurisdiction of Delawareits incorporation or formation with all requisitefull right, corporate, partnership, limited liability company or similar power and authority to enter into this Agreement, to perform its obligations hereunder and to consummate the transactions and otherwise to carry out its obligations hereunder. The execution and delivery of this Agreement and performance by such Purchaser of the transactions contemplated hereby. This Agreement hashereby have been duly executed and deliveredauthorized by Purchaser and constitutesall necessary corporate, partnership, limited liability company or similar action, as applicable, on the legal, valid, and binding obligationpart of Purchaser, enforceable against Purchaser in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance, moratorium, and similar laws affecting creditors' rights and general equity principles.such Purchaser.

Authorization.Authority. Purchaser is a corporation duly organizedhas the right, power, authority and validly existingcapacity to execute and with active status under the laws of the State of Delaware with all requisite power and authority to enter intodeliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby.hereby and to perform his obligations under this Agreement. This Agreement has been duly executed and delivered by Purchaser and constitutes the legal, valid,valid and binding obligationobligations of Purchaser, enforceable against Purchaser in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance, moratorium, and similar laws affecting creditors' rights and general equity principles.the terms hereof.

Authorization.Section # Organization and Authority of the Purchaser. The Purchaser is a corporationlimited liability company duly organizedorganized, validly existing, and validly existing and with active statusin good standing under the lawsLaws of the State of Delaware with all requisiteDelaware. The Purchaser has full corporate power and authority to enter into this Agreement, to perform its obligations hereunderhereunder, and to consummate the transactions contemplated hereby. The execution and delivery by the Purchaser of this Agreement, and the performance by the Purchaser of its obligations hereunder and the consummation by the Purchaser of the transactions contemplated hereby have been duly authorized by all requisite corporate action on the part of the Purchaser. This Agreement has been duly executed and delivered by the Purchaser and, assuming due authorization, execution, and delivery by the Seller and QSHI, this Agreement constitutes thea legal, valid, and binding obligation of Purchaser,the Purchaser enforceable against the Purchaser in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance, moratorium, and similar laws affecting creditors' rights and general equity principles.terms.

Authorization.The Purchaser is a corporationeither an individual or an entity duly organized andincorporated or formed, validly existing and with active statusin good standing under the laws of the Statejurisdiction of Delawareits incorporation or formation with all requisitefull right, corporate, partnership, limited liability company or similar power and authority to enter into this Agreement, to perform its obligations hereunder and to consummate the transactions and otherwise to carry out its obligations hereunder. The execution and delivery of this Agreement and performance by such Purchaser of the transactions contemplated hereby. This Agreement hashereby have been duly executed and deliveredauthorized by Purchaser and constitutesall necessary corporate, partnership, limited liability company or similar action, as applicable, on the legal, valid, and binding obligationpart of Purchaser, enforceable against Purchaser in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance, moratorium, and similar laws affecting creditors' rights and general equity principles.such Purchaser.

Authorization.Organization; Authority. The Purchaser is a corporationeither an individual or an entity duly organized andincorporated or formed, validly existing and with active statusin good standing under the laws of the Statejurisdiction of Delawareits incorporation or formation with all requisitefull right, corporate, partnership, limited liability company or similar power and authority to enter into this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. Thisby this Agreement and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement and performance by the Purchaser of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate, partnership, limited liability company or similar action, as applicable, on the part of the Purchaser. Each Transaction Document to which it is a party has been duly executed by the Purchaser, and when delivered by the Purchaser in accordance with the terms hereof, will constitute the valid and constitutes the legal, valid, andlegally binding obligation of the Purchaser, enforceable against Purchaserit in accordance with its terms, subject toexcept: # as limited by general equitable principles and applicable bankruptcy, insolvency, fraudulent conveyance, moratorium,reorganization, moratorium and similarother laws of general application affecting creditors'enforcement of creditors’ rights generally, # as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and general equity principles.# insofar as indemnification and contribution provisions may be limited by applicable law.