This Agreement has been duly and validly executed and delivered by Purchaser and, assuming that it has been duly authorized, executed and delivered by the Company, constitutes a legal, valid and binding obligation of Purchaser, in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. Neither the execution and delivery of this Agreement by Purchaser nor the performance by such Purchaser of its obligations hereunder will violate any statute, law, ordinance, rule or regulation, applicable to Purchaser or any of the properties or assets of Purchaser except for such violations, breaches, conflicts, defaults or other occurrences which, individually or in the aggregate, would not have a material adverse effect on Purchaser’s obligation to perform his covenants under this Agreement.