The Equityholder Representative hereby represents and warrants that (a) it is entering into this Agreement on behalf of itself and each of the Equityholders, (b) it has the requisite authority to enter into this Agreement on behalf of itself and each of the Equityholders, to consummate the transactions contemplated hereby and to bind the Equityholders to the terms and conditions of this Agreement and the Warrant and (c) this Agreement is a legally binding obligation of it and is binding upon each of the Equityholders. The Equityholder Representative understands that the Company and the Company Subsidiaries are entering into this Agreement in reliance upon the foregoing representations and warranties.