Organization; Authority. The Purchaser is either an individual or an entity duly incorporated or formed, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation with full right, corporate, partnership, limited liability company or similar power and authority to enter into and to consummate the transactions contemplated 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 legally binding obligation of the Purchaser, enforceable against it in accordance with its terms, except: # as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, # as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and # insofar as indemnification and contribution provisions may be limited by applicable law.

Organization; Authority. The Purchaser is either an individual or an entity duly incorporated or formed, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation with full right, corporate, partnership, limited liability company or similar power and authority to enter into and to consummate the transactions contemplated 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 AgreementEach 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 legally binding obligation of the Purchaser, enforceable against it in accordance with its terms, except: # as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, # as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and # insofar as indemnification and contribution provisions may be limited by applicable law.

Organization; Authority. TheSuch Purchaser is either an individual or an entity duly incorporated or formed, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation with full right, corporate, partnership, limited liability company or similar power and authority to enter into and to consummate the transactions contemplated by this Agreement and each of the other Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreementthe Transaction Documents and performance by thesuch Purchaser of the transactions contemplated by this Agreementthe Transaction Documents have been duly authorized by all necessary corporate, partnership, limited liability company or similar action, as applicable, on the part of thesuch Purchaser. This AgreementEach Transaction Document to which it is a party has been duly executed by thesuch Purchaser, and when delivered by thesuch Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of thesuch Purchaser, enforceable against it in accordance with its terms, except: # as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, # as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and # insofar as indemnification and contribution provisions may be limited by applicable law.

Organization; Authority. The Purchaser is either an individual or an entity duly incorporated or formed, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation with full right, corporate, partnership, limited liability company or similar power and authority to enter into and to consummate the transactions contemplated by this Agreement and otherwise to carry out its obligations hereunder and thereunder.hereunder. The execution and delivery of this Agreement and performance by thesuch Purchaser of the transactions contemplated by this Agreementhereby have been duly authorized by all necessary corporate, partnership, limited liability company or similar action, as applicable, on the part of thesuch 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 legally binding obligation of the Purchaser, enforceable against it in accordance with its terms, except: # as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, # as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and # insofar as indemnification and contribution provisions may be limited by applicable law.

Organization; Authority. The Purchaser is either an individual or an entity duly incorporated or formed, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation with full right, corporate, partnership, limited liability company or similar power and authority to enter into and to consummate the transactions contemplated by this Agreement and otherwise to carry out its obligations hereunder and thereunder.hereunder. The execution and delivery of this Agreement and performance by thesuch Purchaser of the transactions contemplated by this Agreementhereby have been duly authorized by all necessary corporate, partnership, limited liability company or similar action, as applicable, on the part of thesuch 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 legally binding obligation of the Purchaser, enforceable against it in accordance with its terms, except: # as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, # as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and # insofar as indemnification and contribution provisions may be limited by applicable law.

Organization; Authority. TheSuch Purchaser is either an individual or an entity duly incorporated or formed, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation with full right, corporate, partnership, limited liability company or similar power and authority to enter into and to consummate the transactions contemplated by this Agreementthe Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreementthe Transaction Documents and performance by thesuch Purchaser of the transactions contemplated by this Agreementthe Transaction Documents have been duly authorized by all necessary corporate, partnership, limited liability company or similar action, as applicable, on the part of thesuch Purchaser. This AgreementEach Transaction Document to which it is a party has been duly executed by thesuch Purchaser, and when delivered by thesuch Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of thesuch Purchaser, enforceable against it in accordance with its terms, except: # as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, # as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and # insofar as indemnification and contribution provisions may be limited by applicable law.

Organization; Authority. TheAuthority; Enforceability. Purchaser is either an individual or an entity duly incorporated or formed,organized and validly existing and in good standing under the laws of theits jurisdiction of its incorporation or formation with full right, corporate, partnership, limited liabilityorganization. Purchaser has the necessary company or similar power and authorityauthority, and has taken all company action necessary, to enter intoexecute and deliver this Agreement, and all other documents and agreements executed or to be executed by it under or in connection with this Agreement, and to consummate the transactions contemplated by this Agreement and otherwise to carry outperform 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 dulydoes, and all other documents and agreements to be executed by the Purchaser, and when delivered by the Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of the Purchaser, enforceable against it in accordance with its terms, except: # as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, # as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and # insofar as indemnification and contribution provisions may be limited by applicable law.

Organization; Authority.Organization, Authority and Power. The Purchaser is either an individual or an entity duly incorporated or formed,organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation with full right, corporate, partnership, limited liability company or similarorganization and has the requisite power and authority to enter into andthis Agreement, to consummate the transactions contemplated by this Agreement and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement and performance by the Purchasereach of the transactions and undertakings contemplated hereby, and to perform all the terms and conditions hereof to be performed by this Agreementit. The execution, delivery and performance of the Transaction Documents to which the Purchaser is a party and consummation of each of the transactions and undertakings contemplated hereby and thereby have been duly authorized by all necessary corporate, partnership, limited liability companyrequisite action on its part under the Purchaser’s constituent 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 legally binding obligation of the Purchaser, enforceable against it in accordance with its terms, except: # as limited by general equitable principlesgoverning documents and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, # as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and # insofar as indemnification and contribution provisions may be limited by applicable law.

Organization; Authority. The Purchaser is either an individual or an entity duly incorporated or formed, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation with full right, corporate, partnership, limited liability company or similarhas 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 this Agreement and otherwise to carry out its obligations hereunder and thereunder. The execution and deliverythe Purchaser of this Agreement and performancethe consummation by the Purchaser of the transactions contemplated by this Agreementhereby have been duly authorized by all necessary corporate, partnership, limited liability companyrequisite corporate or similar action, as applicable,other action on the part of the Purchaser. This Agreement has been duly executed and delivered by the Purchaser and constitutes legal, valid and binding obligations of the Purchaser, and when delivered byenforceable against the Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of the Purchaser, enforceable against it in accordance with itstheir respective terms, except: # as limited by general equitable principles andsubject to applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, # as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and # insofar as indemnification and contribution provisions may be limited by applicable law.Law.

Organization; Authority.Section # Organization and Authority of the Purchaser. The Purchaser is either an individual or an entitya limited liability company duly incorporated or formed,organized, validly existingexisting, and in good standing under the lawsLaws of the jurisdictionState of its incorporation or formation withDelaware. The Purchaser has full right, corporate, partnership, limited liability company or similarcorporate power and authority to enter into this Agreement, to perform its obligations hereunder, and to consummate the transactions contemplated hereby. The execution and delivery by the Purchaser of this AgreementAgreement, and otherwise to carry outthe performance by the Purchaser of its obligations hereunder and thereunder. The execution and delivery of this Agreement and performancethe consummation by the Purchaser of the transactions contemplated by this Agreementhereby have been duly authorized by all necessary corporate, partnership, limited liability company or similar action, as applicable,requisite corporate action on the part of the Purchaser. This Agreement has been duly executed and delivered by the Purchaser,Purchaser and, assuming due authorization, execution, and when delivereddelivery by the Seller and QSHI, this Agreement constitutes a legal, valid, and binding obligation of the Purchaser enforceable against the Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of the Purchaser, enforceable against it in accordance with its terms, except: # as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, # as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and # insofar as indemnification and contribution provisions may be limited by applicable law.terms.