Such Warrantholder has sole dispositive and voting authority over the Warrants held by it, and has all requisite legal authority to execute and deliver this Agreement, to sell and deliver such Warrants, and to carry out and perform all of such Warrantholder’s obligations under this Agreement. This Agreement has been duly executed and delivered by such Warrantholder, constitutes such Warrantholder’s valid and binding obligation, and is enforceable in accordance with its terms. Such Warrantholder has the capacity to act on such Warrantholder’s own behalf and on behalf of all who might claim through such Warrantholder to bind them to the terms and conditions of this Agreement. Such Warrantholder has never filed any petition under applicable bankruptcy laws, no such petition has ever been filed involuntarily against such Warrantholder, no custodian or receiver has ever been appointed with respect to such Warrantholder’s assets, and such Warrantholder is not now insolvent (before giving effect to the sale of such Warrants). The execution, delivery and performance of this Agreement by such Warrantholder will not result in a violation of, or constitute a default under, any will, trust, agreement or other instrument to which such Warrantholder is a party or is bound. There is no pending or threatened litigation involving such Warrantholder’s Warrants or to which such Warrants may be subject.