Such Purchaser or, the individual(s) executing and delivering this Agreement on behalf of such Purchaser, has all necessary power and authority to execute, deliver and perform its obligations under this Agreement, and the execution, delivery and performance by such Purchaser of this Agreement has been duly authorized by all necessary action on the part of such Purchaser.  Upon the execution and delivery of this Agreement by such Purchaser or individual on behalf of such Purchaser, this Agreement will be a valid and binding obligation of such Purchaser. If such Purchaser is an entity, such Purchaser has been duly organized and is validly existing and in good standing under the laws of the jurisdiction in which it was organized, and was not formed for the specific purpose of acquiring the Purchased Shares.