The execution, delivery and performance by such Significant Stockholder of this Agreement and the consummation by such Significant Stockholder of the transactions contemplated hereby are (1) if such Significant Stockholder is an entity, within the corporate or other organizational powers of such Significant Stockholder and have been duly authorized by all necessary corporate or other organizational action or (2) if such Significant Stockholder is an individual, within the capacity of such Significant Stockholder.  This Agreement constitutes a legal, valid and binding Agreement of such Significant Stockholder, enforceable against such Significant Stockholder in accordance with its terms, subject only to the effect of any applicable bankruptcy, insolvency, moratorium or similar law affecting creditors’ rights generally and to rules of law governing specific performance, injunctive relief and other equitable remedies.  If this Agreement is being executed in a representative or fiduciary capacity, the Person signing this Agreement has full power and authority to enter into and perform this Agreement.