The Warrant Holders hereby represents and warrants to the Company that: (a) Warrant Holders has full and complete power, legal right and authority to execute and deliver this Agreement and to carry out its provisions; (b) the execution, delivery and performance of this Agreement by the Warrant Holders has been duly authorized by all necessary action, if any, on the part of Warrant Holders; and (c) the Warrant Holders is the legal, record and beneficial owner of the Warrants and the Warrants consist of all warrants to purchase capital stock of the Company held by the Warrant Holders.