Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada. Subject to Buyer’s obligations under the Exchange Act, Buyer has all requisite power and authority to execute and deliver this Agreement, to perform its obligations hereunder, and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement by Buyer have been duly authorized by all requisite corporate action on the part of Buyer. This Agreement constitutes a legal, valid and binding obligation of Buyer, enforceable against it in accordance with its terms, except as the same may be limited by bankruptcy, insolvency or similar laws affecting the rights of creditors generally, and general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or law).