The Option Holder has full power and authority to enter into this Agreement. This Agreement, when executed and delivered by the Option Holder, will constitute the valid and legally binding obligation of the Option Holder, enforceable against the Option Holder in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and any other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies, or (iii) to the extent the indemnification provisions contained in the Registration Rights (as defined below) may be limited by applicable federal or state securities laws.