This Agreement has been duly executed and delivered by the Purchaser and constitute the legal, valid and binding obligations of the Purchaser, enforceable against the Purchaser in accordance with it terms, except as such enforceability may be limited by # bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other similar laws now or hereafter in effect relating to creditors’ rights generally and # general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity).

This Agreement has been duly authorized, executed and delivered by the Purchaser and constituteconstitutes the legal, valid and binding obligationsobligation of the Purchaser, enforceable against the Purchaser in accordance with it terms, except as such enforceabilityenforcement thereof may be limited by # bankruptcy, insolvency, reorganization, moratorium, fraudulent transfermoratorium or other similar laws now or hereafter in effect relating to creditors’or affecting enforcement of creditors' rights generally and #or by general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity).principles.

This Agreement has been duly executed and delivered by the Purchaser and constitute the legal,constitutes a valid and binding obligationsobligation of the Purchaser, enforceable against the Purchaser in accordance with itits terms, except as such enforceability may be limited by #subject to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, fraudulent transfer ormoratorium and other similar laws now or hereafter in effectof general applicability relating to or affecting creditors’ rights generally and #to general equitable principles of equity (regardless of whether enforceability is(whether considered in a proceeding at lawin equity or in equity)law).

Authority; Enforceability. This Agreement has been duly executed and delivered by the PurchaserPurchaser, and constitutethis Agreement constitutes the legal, valid and binding obligations of the Purchaser, enforceable against the Purchaser in accordance with itits terms, except as such enforceability mayenforcement shall be limited by # bankruptcy, insolvency, reorganization, moratorium, fraudulent transfermoratorium or other similar laws now or hereafter in effect relating tolaw affecting creditors’ rights generally and #subject to general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity).equity.

This Agreement has been duly executed and delivered byconstitutes a binding obligation of the Purchaser and constitute the legal, valid and binding obligations of the Purchaser, enforceable against the Purchaserit, him or her in accordance with itits terms, except as such enforceability may be limited by #subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or otherconveyance, moratorium and similar laws now or hereafter in effect relating toaffecting creditors’ rights generally and #remedies generally, and subject, as to enforceability, to general principles of equityequity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforceabilityenforcement is consideredsought in a proceeding at law or in equity).

This Agreement has been duly executed and delivered by the Purchasersuch Seller and constituteconstitutes the legal, valid and legally binding obligationsobligation of the Purchaser,such Seller, enforceable against the Purchaser in accordance with it terms,its terms and conditions, except as such enforceability may be limited by # bankruptcy, insolvency, reorganization, moratorium, fraudulent transfermoratorium or other similar laws now or hereafter in effect relating toLaws affecting creditors’ rights generally and #by general equitable principles of equity (regardless of whether enforceability is(whether considered in a proceeding at law or in equity).

This Agreement has been duly executedconstitutes the lawful, valid, and delivered by the Purchaser and constitute the legal, valid andlegally binding obligations of the Purchaser, enforceable againstPurchaser if this Agreement is lawfully and effectively executed by both the PurchaserSeller and the Purchaser. This Agreement constitutes the obligations which may be executed on the Purchaser, in accordance with ittheir respective terms, except as such enforceability may be limited by #subject in each case to bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer orinsolvency and other similar laws now or hereafteraffecting the enforcement of creditors’ rights in effect relatinggeneral and to creditors’ rights generally and # general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or an action at law or in equity)law).

This Agreement to has been duly executed and delivered by the PurchaserCompany and constituteconstitutes the legal, valid and binding obligationsobligation of the Purchaser,Company enforceable against the Purchaserit in accordance with itits terms, except as such enforceability may be limited by # applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transferand other laws of general application affecting enforcement of creditors’ rights generally, and # equitable principles of general applicability relating to the availability of specific performance, injunctive relief or other similar laws now or hereafter in effect relating to creditors’ rights generally and # general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity).equitable remedies.

This Agreement hasThe execution, delivery and performance of this Agreement, and the consummation of the transactions contemplated herein, have been duly executed and deliveredauthorized by the Purchaser and constitute thethis Agreement constitutes its legal, valid and binding obligations of the Purchaser,obligation enforceable against the Purchaserit in accordance with itits terms, except as such enforceability may be limited by # bankruptcy, insolvency, reorganization, moratorium, fraudulent transferreorganization or other similar laws now or hereafter in effect relating toaffecting creditors’ rights generally and #or by general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity).principles.

Purchaser has full power and authority to enter into this Agreement and to consummate the Transaction. This Agreement has been duly and validly executed and delivered by the Purchaser and constituteconstitutes the legal, valid and binding obligationsobligation of the Purchaser, enforceable against the Purchaser in accordance with itits terms, except as such enforceability may be limited by #applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transferreorganization or other similar laws now or hereafter in effect relating tothat affect the enforcement of creditors’ rights generally and # general principlesby equitable limitations on the availability of equity (regardless of whether enforceability is considered in a proceeding at law or in equity).specific remedies.