The Purchaser has the requisite power and authority to enter into the Transaction Agreements and to consummate the transactions contemplated hereby and thereby. The execution and delivery by the Purchaser of the Transaction Agreements and the compliance by the Purchaser with each of the provisions of the Transaction Agreements (including the consummation by the Purchaser of the transactions contemplated hereby and, as applicable, thereby) (a) are within the requisite power and authority of the Purchaser and (b) have been duly authorized by all necessary action on the part of the Purchaser.  Each of the Transaction Agreements has been duly and validly executed and delivered by the Purchaser.  Assuming due authorization, execution and delivery by the Company of the Transaction Agreements, each of the Transaction Agreements shall constitute, a valid and binding agreement of the Purchaser enforceable against the Purchaser in accordance with its terms, except to the extent such enforcement is limited by (i) any applicable bankruptcy, insolvency and other similar Laws affecting the enforcement of creditors’ rights generally and (ii) general principles of equity, including the possible unavailability of specific performance or injunctive relief or other equitable remedies.