The Principal Holder has the authority and legal capacity to execute and deliver this Agreement, to perform his, her or its obligations hereunder and to consummate the transactions contemplated hereby. The Principal Holder, if it is a corporation, partnership, limited liability company, trust or other entity, is duly organized and validly existing and in good standing under the laws of the jurisdiction of its organization. This Agreement has been duly executed and delivered by the Principal Holder and, assuming this Agreement constitutes a valid and binding obligation of Purchaser and Parent, constitutes a legal, valid and binding obligation of the Principal Holder, enforceable against him, her or it in accordance with its terms, subject to the effect of any bankruptcy, insolvency (including all Laws related to fraudulent transfers), reorganization, moratorium or similar Laws affecting creditors’ rights generally and subject to the effect of general principles of equity. The execution and delivery of this Agreement by the Principal Holder, the performance of his, her or its obligations hereunder and the consummation of the transactions contemplated hereby have been duly authorized by all necessary action on the part of the Principal Holder; and no other proceedings on the part of the Principal Holder are necessary to authorize this Agreement, the performance of his, her or its obligations hereunder and the consummation of the transactions contemplated hereby.