The ONEM Shareholders has the right, power, authority and capacity to execute and deliver this Agreement to which such ONEM Shareholders is a party, to consummate the transactions contemplated by this Agreement, and to perform such ONEM Shareholder’s obligations under this Agreement. This Agreement has been duly and validly authorized and approved, executed and delivered by the ONEM Shareholders. Assuming this Agreement has been duly and validly authorized, executed and delivered by the parties thereto other than such ONEM Shareholders, this Agreement is duly authorized, executed and delivered by the ONEM Shareholders and constitutes the legal, valid and binding obligations of the ONEM Shareholders, enforceable against the ONEM Shareholders in accordance with their respective terms, except as such enforcement is limited by general equitable principles, or by bankruptcy, insolvency and other similar laws affecting the enforcement of creditors rights generally.