Common use of Representations and Warranties of the Purchasers Clause in Contracts

Representations and Warranties of the Purchasers. Each Purchaser, for itself and for no other Purchaser, hereby represents and warrants as of the date hereof and as of the Closing Date to the Company as follows (unless as of a specific date therein, in which case they shall be accurate as of such date): (a) Organization: Authority. Such Purchaser is either an individual or an entity duly incorporated or formed, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation with full right, corporate, partnership, limited liability company or similar power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of the Transaction Documents to which such Purchaser is a party and performance by such Purchaser of the transactions contemplated by such Transaction Documents have been duly authorized by all necessary corporate, partnership, limited liability company or similar action, as applicable, on the part of such Purchaser. Each Transaction Document to which it is a party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except: (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and 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 and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

Representations and Warranties of the Purchasers. Each PurchaserPurchaser hereby, for itself and for no other Purchaser, hereby represents and warrants as of the date hereof and as of the Closing Date to the Company as follows (unless as of a specific date therein, in which case they shall be accurate as of such date):follows: (a) Organization: ; Authority. Such Purchaser is either an individual or an entity duly incorporated or formedorganized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation organization with full right, corporate, partnership, limited liability company corporate or similar partnership power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and execution, delivery of the Transaction Documents to which such Purchaser is a party and performance by such Purchaser of the transactions contemplated by such Transaction Documents this Agreement have been duly authorized by all necessary corporate, partnership, limited liability company corporate or similar action, as applicable, action on the part of such Purchaser. Each Transaction Document to which it is a party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except: except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and 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 and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

Representations and Warranties of the Purchasers. Each PurchaserPurchaser hereby, for itself and for no other Purchaser, hereby represents and warrants as of the date hereof and as of the Closing Date to the Company as follows (unless as of a specific date therein, in which case they shall be accurate as of such date):follows: (a) Organization: ; Authority. Such Purchaser is either an individual or an entity duly incorporated or formedorganized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation organization with full right, corporate, partnership, limited liability company corporate or similar partnership power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and execution, delivery of the Transaction Documents to which such Purchaser is a party and performance by such Purchaser of the transactions contemplated by such Transaction Documents this Agreement have been duly authorized by all necessary corporate, partnership, limited liability company corporate or similar action, as applicable, action on the part of such Purchaser. Each Transaction Document Documents to which it is a party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except: except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and 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 and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

Representations and Warranties of the Purchasers. Each Purchaser, for itself and for no other PurchaserPurchaser hereby, hereby represents and warrants as of the date hereof and as of the Closing Date to the Company as follows (unless as of a specific date therein, in which case they shall be accurate as of such date):follows: (a) Organization: ; Authority. Such Purchaser is either an individual or an entity duly incorporated or formedorganized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation organization with full right, corporate, partnership, limited liability company corporate or similar partnership power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of the Transaction Documents to which such Purchaser is a party and performance by such Purchaser of the transactions contemplated by such the Transaction Documents have been duly authorized by all necessary corporate, partnership, limited liability company corporate or similar action, as applicable, action on the part of such Purchaser. Each Transaction Document to which it is a party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except: except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and 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 and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

Representations and Warranties of the Purchasers. Each PurchaserPurchaser hereby, for itself and for no other Purchaser, hereby represents and warrants as of the date hereof and as of the Closing Date to the Company as follows (unless as of a specific date therein, in which case they shall be accurate as of such date):follows: (a) Organization: ; Authority. Such Purchaser is either an individual or an entity duly incorporated or formedorganized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation organization with full right, corporate, partnership, limited liability company corporate or similar partnership power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and execution, delivery of the Transaction Documents to which such Purchaser is a party and performance by such Purchaser of the transactions contemplated by such Transaction Documents this Agreement have been duly authorized by all necessary corporate, partnership, limited liability company corporate or similar action, as applicable, action on the part of such Purchaser. Each Transaction Document to which it is a party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except: except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and 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 and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

Representations and Warranties of the Purchasers. Each Purchaser, for itself and for no other Purchaser, hereby represents and warrants as of the date hereof and as of the Closing Date to the Company as follows (unless as of a specific date therein, in which case they shall be accurate as of such date):follows: (a) Organization: ; Authority. Such Purchaser Purchaser, if an entity, is either an individual or an entity duly incorporated or formed, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation with full right, corporate, partnership, limited liability company or similar power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents this Agreement and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of the Transaction Documents to which such Purchaser is a party this Agreement and performance by such Purchaser of the transactions contemplated by such Transaction Documents this Agreement have been duly authorized by all necessary corporate, partnership, limited liability company or similar action, as applicable, on the part of such Purchaser. Each Transaction Document to which it is a party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except: (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and 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 and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

Representations and Warranties of the Purchasers. Each Purchaser, for itself and for no other Purchaser, hereby represents and warrants as of the date hereof and as of the Closing Date to the Company as follows (unless as of a specific date therein, in which case they shall be accurate as of such date):follows: (a) Organization: ; Authority. Such Purchaser is either an individual or an entity duly incorporated or formedorganized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation organization with full right, corporate, partnership, limited liability company corporate or similar partnership power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of the Transaction Documents to which such Purchaser is a party and performance by such Purchaser of the transactions contemplated by such the Transaction Documents have been duly authorized by all necessary corporate, partnership, limited liability company corporate or similar action, as applicable, action on the part of such Purchaser. Each Transaction Document to which it is a party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except: (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and 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 and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

Representations and Warranties of the Purchasers. Each PurchaserPurchaser hereby, for itself and for no other Purchaser, hereby severally represents and warrants as of the date hereof and as of the Closing Date to the Company as follows (unless as of a specific date therein, in which case they shall be accurate as of such date):follows: (a) Organization: ; Authority. Such Purchaser Purchaser, if an entity, is either an individual or an entity duly incorporated or formedorganized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation organization with full right, corporate, partnership, limited liability company corporate or similar partnership power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and execution, delivery of the Transaction Documents to which such Purchaser is a party and performance by such Purchaser of the transactions contemplated by such Transaction Documents this Agreement have been duly authorized by all necessary corporate, partnership, limited liability company corporate or similar action, as applicable, action on the part of such Purchaser. Each Transaction Document to which it is a party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except: except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and 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 and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

Representations and Warranties of the Purchasers. Each Purchaser, for itself and for no other Purchaser, hereby represents and warrants as of the date hereof and as of the Closing Date to the Company as follows (unless as of a specific date therein, in which case they shall be accurate as of such date):follows: (a) Organization: ; Authority. Such Purchaser, if such Purchaser not an individual, is either an individual or an entity duly incorporated or formedorganized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation organization with full right, corporate, partnership, limited liability company corporate or similar partnership power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of the Transaction Documents to which such Purchaser is a party and performance by such Purchaser of the transactions contemplated by such the Transaction Documents have been duly authorized by all necessary corporate, partnership, limited liability company corporate or similar action, as applicable, action on the part of such Purchaser. Each Transaction Document to which it is a party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except: except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and 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 and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

Representations and Warranties of the Purchasers. Each PurchaserPurchaser hereby, for itself and for no other Purchaser, hereby represents and warrants as of the date hereof and as of the Closing Date to the Company as follows (unless as of a specific date therein, in which case they shall be accurate as of such date):follows: (a) Organization: ; Authority. Such Purchaser is either an individual or an entity duly incorporated or formedorganized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation organization with full right, corporate, partnership, limited liability company corporate or similar partnership power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and execution, delivery of the Transaction Documents to which such Purchaser is a party and performance by such Purchaser of the transactions contemplated by such Transaction Documents this Agreement have been duly authorized by all necessary corporate, partnership, limited liability company corporate or similar action, as applicable, action on the part of such Purchaser. Each Transaction Document to which it is a party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except: except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and 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 and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

Representations and Warranties of the Purchasers. Each PurchaserPurchaser hereby, for itself and for no other Purchaser, hereby represents and warrants as of the date hereof and as of the Closing Date to the Company as follows (unless as of a specific date therein, in which case they shall be accurate as of such date):follows: (a) Organization: ; Authority. Such If such Purchaser is either an individual or entity, such Purchaser is an entity duly incorporated or formedorganized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation organization with full right, corporate, partnership, limited liability company corporate or similar partnership power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and execution, delivery of the Transaction Documents to which such Purchaser is a party and performance by such Purchaser of the transactions contemplated by such Transaction Documents this Agreement have been duly authorized by all any necessary corporate, partnership, limited liability company corporate or similar action, as applicable, action on the part of such Purchaser. Each Transaction Document to which it such Purchaser is a party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except: except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and 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 and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

Representations and Warranties of the Purchasers. Each PurchaserPurchaser hereby, for itself and for no other Purchaser, hereby represents and warrants as of the date hereof and as of the Closing Date to the Company as follows (unless as of a specific date therein, in which case they shall be accurate as of such date):follows: (a) Organization: ; Authority. Such Purchaser is either an individual or an entity duly incorporated or formed, validly existing and in good standing under the laws of the jurisdiction of its incorporation organization with the requisite corporate or formation with full right, corporate, partnership, limited liability company or similar partnership power and authority to enter into and to consummate the transactions contemplated by the applicable Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of the Transaction Documents to which this Agreement by such Purchaser is a party and performance by such Purchaser of the transactions contemplated by such Transaction Documents this Agreement have been duly authorized by all necessary corporatecorporate or, if such Purchaser is not a corporation, such partnership, limited liability company or similar other applicable like action, as applicable, on the part of such Purchaser. Each Transaction Document document to which it is a party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except: (i) except as such enforceability may be limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other moratorium, liquidation or similar laws of general application relating to, or affecting generally the enforcement of of, creditors’ rights generally, (ii) as limited and remedies or by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable lawprinciples of general application.

Representations and Warranties of the Purchasers. Each PurchaserPurchaser hereby, for itself and for no other Purchaser, hereby represents and warrants as of the date hereof and as of the Closing Date to the Company as follows (unless as of a specific date therein, in which case they shall be accurate as of such date):follows: (a) Organization: ; Authority. Such Purchaser is either an individual or an entity duly incorporated or formedorganized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation organization with full right, corporate, partnership, limited liability company or similar partnership power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and execution, delivery of the Transaction Documents to which such Purchaser is a party and performance by such Purchaser of the transactions contemplated by such Transaction Documents this Agreement have been duly authorized by all necessary corporate, partnership, limited liability company corporate or similar action, as applicable, action on the part of such Purchaser. Each Transaction Document to which it is a party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except: terms except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, generally and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies remedies, and (iii) insofar with respect to the indemnification provisions set forth in the Registration Rights Agreement, as indemnification and contribution provisions may be limited by applicable lawpublic policy.

Representations and Warranties of the Purchasers. Each PurchaserPurchaser hereby, for itself and for no other Purchaser, hereby represents and warrants as of the date hereof and as of the Closing Date to the Company as follows (unless as of a specific date therein, in which case they shall be accurate as of such date):follows: (a) Organization: ; Authority. Such Purchaser Purchaser, if not a natural person, is either an individual or an entity duly incorporated or formedorganized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation organization with full right, corporate, partnership, limited liability company corporate or similar partnership power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and execution, delivery of the Transaction Documents to which such Purchaser is a party and performance by such Purchaser of the transactions contemplated by such Transaction Documents this Agreement have been duly authorized by all necessary corporate, partnership, limited liability company corporate or similar action, as applicable, action on the part of such Purchaser. Each Transaction Document to which it a Purchaser is a party has been duly executed by such Purchaser, and and, subject to Section 2.4, when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it such Purchaser in accordance with its terms, except: except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ ' rights generally, generally and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable lawremedies.

Representations and Warranties of the Purchasers. Each Purchaser, for itself and for no other Purchaser, hereby represents and warrants as of the date hereof and as of the Closing Date to the Company as follows (unless as of a specific date therein, in which case they shall be accurate as of such date):follows: (a) Organization: ; Authority. Such Purchaser is either an individual or an entity duly incorporated or formedorganized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation organization with full right, corporate, partnership, limited liability company corporate or similar partnership power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and execution, delivery of the Transaction Documents to which such Purchaser is a party and performance by such Purchaser of the transactions contemplated by such Transaction Documents this Agreement have been duly authorized by all necessary corporate, partnership, limited liability company corporate or similar action, as applicable, action on the part of such Purchaser. Each Transaction Document to which it is a party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except: except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and 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 and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

Representations and Warranties of the Purchasers. Each PurchaserPurchaser hereby, for itself and for no other Purchaser, hereby represents and warrants as of the date hereof and as of the Closing Date to the Company and the Placement Agents as follows (unless as of a specific date therein, in which case they shall be accurate as of such date):follows: (a) Organization: ; Authority. Such Purchaser is either an individual or an entity duly incorporated or formedorganized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation organization with full right, the requisite corporate, partnership, limited liability company or similar partnership power and authority to enter into and to consummate the transactions contemplated by the applicable Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of the Transaction Documents to which this Agreement by such Purchaser is a party and performance by such Purchaser of the transactions contemplated by such Transaction Documents this Agreement have been duly authorized by all necessary corporatecorporate or, if such Purchaser is not a corporation, such partnership, limited liability company or similar other applicable like action, as applicable, on the part of such Purchaser. Each Transaction Document to which it is a party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except: (i) except as such enforceability may be limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other moratorium, liquidation or similar laws of general application relating to, or affecting generally the enforcement of of, creditors’ rights generally, (ii) as limited and remedies or by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable lawprinciples of general application.

Representations and Warranties of the Purchasers. Each PurchaserPurchaser hereby, for itself and for no other Purchaser, hereby represents and warrants as of the date hereof and as of the Closing Date to the Company as follows (unless as of a specific date therein, in which case they shall be accurate as of such date):follows: (a) Organization: ; Authority. Such Purchaser is either an individual or an entity duly incorporated or formedorganized, validly existing and in good standing under the laws of the jurisdiction of its incorporation organization with the requisite corporate or formation with full right, corporate, partnership, limited liability company or similar partnership power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of the Transaction Documents to which such Purchaser is a party and performance purchase by such Purchaser of the transactions contemplated by such Transaction Documents have Securities hereunder has been duly authorized by all necessary corporate, partnership, limited liability company or similar action, as applicable, action on the part of such Purchaser. Each Transaction Document to which it is a party of this Agreement and the Registration Rights Agreement has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except: terms except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ ' rights generally, generally and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable lawremedies.

Representations and Warranties of the Purchasers. Each PurchaserPurchaser hereby, for itself and for no other Purchaser, hereby represents and warrants as of the date hereof and as of the Closing Date to the Company as follows (unless as of a specific date therein, in which case they shall be accurate as of such date):follows: (a) Organization: ; Authority. Such Purchaser Purchaser, if an entity, is either an individual or an entity duly incorporated or formedorganized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation organization with full right, corporate, partnership, limited liability company corporate or similar partnership power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and execution, delivery of the Transaction Documents to which such Purchaser is a party and performance by such Purchaser of the transactions contemplated by such Transaction Documents this Agreement have been duly authorized by all necessary corporate, partnership, limited liability company corporate or similar action, as applicable, action on the part of such Purchaser. Each Transaction Document to which it is a party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except: except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and 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 and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

Representations and Warranties of the Purchasers. Each PurchaserPurchaser hereby, for itself and for no other Purchaser, hereby represents and warrants as of the date hereof and as of the Closing Date to the Company as follows (unless as of a specific date therein, in which case they shall be accurate as of such date):follows: (a) Organization: ; Authority. Such Purchaser Purchaser, if an entity, is either an individual or an entity duly incorporated or formedorganized, validly existing existing, and in good standing under the laws of the jurisdiction of its incorporation or formation organization with full right, corporate, partnership, limited liability company corporate or similar partnership power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of the Transaction Documents to which such Purchaser is a party execution, delivery, and performance by such Purchaser of the transactions contemplated by such Transaction Documents this Agreement have been duly authorized by all necessary corporate, partnership, limited liability company corporate or similar action, as applicable, action on the part of such Purchaser. Each Transaction Document to which it is a party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except: except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and 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 remedies, and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

Representations and Warranties of the Purchasers. Each Purchaser, for itself and for no other Purchaser, hereby represents and warrants as of the date hereof and as of the Closing Date to the Company as follows (unless as of a specific date therein, in which case they shall be accurate as of such date):follows: (a) Organization: ; Authority. Such Purchaser is either an individual or an entity duly incorporated or formedorganized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation organization with full right, corporate, partnership, limited liability company corporate or similar partnership power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents this Agreement and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of the Transaction Documents to which such Purchaser is a party this Agreement and performance by such Purchaser of the transactions contemplated by such Transaction Documents this Agreement have been duly authorized by all necessary corporate, partnership, limited liability company corporate or similar action, as applicable, action on the part of such Purchaser. Each Transaction Document to which it is a party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except: except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and 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 and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

Representations and Warranties of the Purchasers. Each Purchaser, for itself and for no other Purchaser, hereby represents and warrants as of the date hereof and as of the Closing Date to the Company as follows (unless as of a specific date therein, in which case they shall be accurate as of such date):follows: (a) Organization: ; Authority. Such Purchaser is either an individual or an entity duly incorporated or formedorganized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation organization with full right, corporate, partnership, limited liability company corporate or similar partnership power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of the Transaction Documents to which such Purchaser is a party this Agreement and performance by such Purchaser of the transactions contemplated by such Transaction Documents this Agreement have been duly authorized by all necessary corporate, partnership, limited liability company corporate or similar action, as applicable, action on the part of such Purchaser. Each Transaction Document to which it is a party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except: except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and 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 and (iii) insofar as indemnification and contribution provisions may be limited by applicable lawLegal Requirements.

Representations and Warranties of the Purchasers. Each PurchaserPurchaser hereby, for itself and for no other Purchaser, hereby represents and warrants as of the date hereof and as of the Closing Date to the Company as follows (unless as of a specific date therein, in which case they shall be accurate as of such date):follows: (a) Organization: ; Authority. Such Purchaser is either an individual or an entity duly incorporated or formedorganized, validly existing and in good standing under the laws of the jurisdiction of its incorporation organization with the requisite corporate or formation with full right, corporate, partnership, limited liability company or similar partnership power and authority to enter into and to consummate the transactions contemplated by the applicable Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and execution, delivery of the Transaction Documents to which such Purchaser is a party and performance by such Purchaser of the transactions contemplated by such Transaction Documents have this Agreement has been duly authorized by all necessary corporatecorporate or, if such Purchaser is not a corporation, such partnership, limited liability company or similar other applicable like action, as applicable, on the part of such Purchaser. Each of this Agreement and other Transaction Document to which it is a party has Documents signed by Purchaser have been duly executed by such Purchaser, and constitute or, when delivered by such Purchaser in accordance with the terms hereof, will constitute constitute, the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except: except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and 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 and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

Representations and Warranties of the Purchasers. Each PurchaserPurchaser hereby, for itself and for no other Purchaser, hereby represents and warrants as of the date hereof and as of the Closing Date to the Company as follows (unless as of a specific date therein, in which case they shall be accurate as of such date):follows: (a) Organization: ; Authority. Such Purchaser is either an individual or an entity duly incorporated or formedorganized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation organization with full right, the requisite corporate, partnership, limited liability company company, trust or similar partnership power and authority authority, as appropriate, to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of the Transaction Documents to which such Purchaser is a party and performance purchase by such Purchaser of the transactions contemplated by such Transaction Documents have Securities hereunder has been duly authorized by all necessary corporate, partnership, limited liability company or similar action, as applicable, action on the part of such Purchaser. Each Transaction Document to which it is a party of this Agreement and the Registration Rights Agreement has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereofhereof and thereof, will constitute the a valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except: their terms except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ ' rights generally, generally and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable lawremedies.

Representations and Warranties of the Purchasers. Each PurchaserPurchaser hereby, for itself and for no other Purchaser, hereby represents and warrants as of the date hereof and as of the Closing Date to the Company as follows (unless as of a specific date therein, in which case they shall be accurate as of such date):follows: (a) Organization: ; Authority. Such Purchaser is either an individual or an entity duly incorporated or formedorganized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation organization with full right, corporate, partnership, limited liability company corporate or similar partnership power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and execution, delivery of the Transaction Documents to which such Purchaser is a party and performance by such Purchaser of the transactions contemplated by such Transaction Documents this Agreement have been duly authorized by all necessary corporate, partnership, limited liability company corporate or similar action, as applicable, action on the part of such Purchaser. Each Transaction Document to which it is a party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except: except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and 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 and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

Representations and Warranties of the Purchasers. Each PurchaserPurchaser hereby, for itself and for no other Purchaser, hereby represents and warrants as of the date hereof and as of the Closing Date to the Company as follows (unless as of a specific date therein, in which case they shall be accurate as of such date):follows: (a) Organization: ; Authority. Such Purchaser is either an individual or an entity duly incorporated or formedorganized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation organization with full right, corporate, partnership, limited liability company or similar partnership power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and execution, delivery of the Transaction Documents to which such Purchaser is a party and performance by such Purchaser of the transactions contemplated by such Transaction Documents have this Agreement has been duly authorized by all necessary corporate, partnership, limited liability company corporate or similar action, as applicable, action on the part of such Purchaser. Each Transaction Document to which it is a party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except: terms except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ ' rights generally, generally and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies remedies, and (iii) insofar with respect to the indemnification provisions set forth in the Registration Rights Agreement, as indemnification and contribution provisions may be limited by applicable lawpublic policy.

Representations and Warranties of the Purchasers. Each PurchaserPurchaser hereby, for itself and for no other Purchaser, hereby represents and warrants as of the date hereof and as of the Closing Date to the Company as follows (unless as of a specific date therein, in which case they shall be accurate as of such date):follows: (a) Organization: ; Authority. Such Purchaser is either an individual or an entity duly incorporated or formedorganized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation organization with full right, corporate, partnership, limited liability company corporate or similar partnership power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and execution, delivery of the Transaction Documents to which such Purchaser is a party and performance by such Purchaser of the transactions contemplated by such Transaction Documents this Agreement have been duly authorized by all necessary corporate, partnership, limited liability company corporate or similar action, as applicable, action on the part of such Purchaser. Each Transaction Document to which it is a party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereofhereof and thereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except: except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and 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 and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

Representations and Warranties of the Purchasers. Each PurchaserPurchaser hereby, for itself and for no other Purchaser, hereby represents and warrants as of the date hereof and as of the Closing Date to the Company as follows (unless as of a specific date therein, in which case they shall be accurate as of such date):follows: (a) Organization: ; Authority. Such Purchaser is either an individual or an entity duly incorporated or formedorganized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation organization with full right, corporate, partnership, limited liability company corporate or similar partnership power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and execution, delivery of the Transaction Documents to which such Purchaser is a party and performance by such Purchaser of the transactions contemplated by such Transaction Documents this Agreement have been duly authorized by all necessary corporate, partnership, limited liability company corporate or similar action, as applicable, action on the part of such Purchaser. Each Transaction Document to which it is a party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except: except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and 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 and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

Representations and Warranties of the Purchasers. Each PurchaserPurchaser hereby, for itself and for no other Purchaser, hereby represents and warrants as of the date hereof and as of the Closing Date to the Company as follows (unless as of a specific date therein, in which case they shall be accurate as of such date):follows: (a) Organization: ; Authority. Such Purchaser is either an individual or an entity duly incorporated or formedorganized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation organization with full right, corporate, partnership, limited liability company corporate or similar partnership power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and execution, delivery of the Transaction Documents to which such Purchaser is a party and performance by such Purchaser of the transactions contemplated by such Transaction Documents this Agreement have been duly authorized by all necessary corporate, partnership, limited liability company corporate or similar action, as applicable, action on the part of such Purchaser. Each Transaction Document to which it is a party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except: except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and 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 remedies, and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

Representations and Warranties of the Purchasers. Each PurchaserPurchaser hereby, for itself and for no other Purchaser, hereby represents and warrants as of the date hereof and as of the Closing Date to the Company as follows (unless as of a specific date therein, in which case they shall be accurate as of such date):follows: (a) Organization: ; Authority. Such Purchaser is either an individual or an entity duly incorporated or formedorganized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation organization with full right, corporate, partnership, limited liability company corporate or similar partnership power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and execution, delivery of the Transaction Documents to which such Purchaser is a party and performance by such Purchaser of the transactions contemplated by such Transaction Documents this Agreement have been duly authorized by all necessary corporate, partnership, limited liability company corporate or similar action, as applicable, action on the part of such Purchaser. Each Transaction Document Documents to which it is a party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except: except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and 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 and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

Representations and Warranties of the Purchasers. Each Purchaser, for itself and for no other Purchaser, hereby represents and warrants as of the date hereof and as of the Closing Date to the Company as follows (unless as of a specific date therein, ) as of the date hereof and as of the date of the Closing in which case they shall be accurate as of such date):Purchaser purchases the Securities from the Company: (a) 4.1 Organization: ; Authority. Such Purchaser is either an individual or an entity duly incorporated or formed, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation with full right, corporate, partnership, limited liability company or similar power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of the Transaction Documents to which such Purchaser is a party and performance by such Purchaser of the transactions contemplated by such the Transaction Documents have been duly authorized by all necessary corporate, partnership, limited liability company or similar action, as applicable, on the part of such Purchaser. Each Transaction Document to which it is a party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except: (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and 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 and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

Representations and Warranties of the Purchasers. Each PurchaserPurchaser hereby, for itself and for no other Purchaser, hereby represents and warrants as of the date hereof and as of the Closing Date to the Company as follows (unless as of a specific date therein, in which case they shall be accurate as of such date):follows: (a) Organization: ; Authority. Such Purchaser is either an individual or an entity duly incorporated or formedorganized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation organization with full right, corporate, partnership, limited liability company corporate or similar partnership power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and execution, delivery of the Transaction Documents to which such Purchaser is a party and performance by such Purchaser of the transactions contemplated by such Transaction Documents this Agreement have been duly authorized by all necessary corporate, partnership, limited liability company corporate or similar action, as applicable, action on the part of such Purchaser. Each of the Transaction Document Documents to which it is a party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except: except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and 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 and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

Representations and Warranties of the Purchasers. Each PurchaserPurchaser hereby, for itself and for no other Purchaser, hereby represents and warrants as of the date hereof and as of the Closing Date to the Company as follows (unless as of a specific date therein, in which case they shall be accurate as of such date):follows: (a) Organization: ; Authority. Such Purchaser is either an individual or accredited investor and in the case of an entity, as opposed to and individual, such entity is duly incorporated or formedorganized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation organization with full right, corporate, partnership, limited liability company corporate or similar partnership power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and execution, delivery of the Transaction Documents to which such Purchaser is a party and performance by such Purchaser of the transactions contemplated by such Transaction Documents this Agreement have been duly authorized by all necessary corporate, partnership, limited liability company corporate or similar action, as applicable, action on the part of such Purchaser. Each Transaction Document to which it is a party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except: except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and 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 and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

Representations and Warranties of the Purchasers. Each PurchaserPurchaser hereby, for itself and for no other Purchaser, hereby represents and warrants as of the date hereof and as of the Closing Date to the Company and the Placement Agent as follows (unless as of a specific date therein, in which case they shall be accurate as of such date):follows: (a) Organization: ; Authority. Such Purchaser is either an individual or an entity duly incorporated or formedorganized, validly existing and in good standing under the laws of the jurisdiction of its incorporation organization with the requisite corporate or formation with full right, corporate, partnership, limited liability company or similar partnership power and authority to enter into and to consummate the transactions contemplated by the applicable Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and execution, delivery of the Transaction Documents to which such Purchaser is a party and performance by such Purchaser of the transactions contemplated by such Transaction Documents have this Agreement has been duly authorized by all necessary corporatecorporate or, if such Purchaser is not a corporation, such partnership, limited liability company or similar other applicable like action, as applicable, on the part of such Purchaser. Each Transaction Document to which it is a party of this Agreement and the Registration Rights Agreement has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except: (i) except as rights to indemnity and contribution may be limited by general equitable principles and state or federal securities laws or the public policy underlying such laws, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally and other laws of general application affecting enforcement of creditors’ rights generally, (ii) except as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions enforceability may be limited by applicable subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Representations and Warranties of the Purchasers. Each PurchaserPurchaser hereby, for itself and for no other Purchaser, hereby represents and warrants as of the date hereof and as of the Closing Date to the Company as follows (unless as of a specific date therein, in which case they shall be accurate as of such date):follows: (a) Organization: ; Authority. Such The Purchaser is either an individual or an entity duly incorporated or formedorganized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation organization with full right, corporate, partnership, limited liability company corporate or similar partnership power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and execution, delivery of the Transaction Documents to which such Purchaser is a party and performance by such the Purchaser of the transactions contemplated by such Transaction Documents this Agreement have been duly authorized by all necessary corporate, partnership, limited liability company corporate or similar action, as applicable, action on the part of such the Purchaser. Each Transaction Document to which it is a party has been duly executed by such the Purchaser, and when delivered by such the Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such the Purchaser, enforceable against it in accordance with its terms, except: except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and 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 and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

Representations and Warranties of the Purchasers. Each PurchaserPurchaser hereby, for itself and for no other Purchaser, hereby represents and warrants as of the date hereof and as of the each Closing Date to the Company as follows (unless as of a specific date therein, in which case they shall be accurate as of such date):follows: (a) Organization: ; Authority. Such Purchaser is either an individual or an entity duly incorporated or formedorganized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation organization with full right, corporate, partnership, limited liability company corporate or similar partnership power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and execution, delivery of the Transaction Documents to which such Purchaser is a party and performance by such Purchaser of the transactions contemplated by such Transaction Documents this Agreement have been duly authorized by all necessary corporate, partnership, limited liability company corporate or similar action, as applicable, action on the part of such Purchaser. Each Transaction Document Documents to which it is a party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except: except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and 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 and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

Representations and Warranties of the Purchasers. Each PurchaserPurchaser hereby, for itself and for no other Purchaser, hereby represents and warrants as of the date hereof and as of the Closing Date to the Company as follows (unless as of a specific date therein, in which case they shall be accurate as of such date): follows: (a) Organization: ; Authority. Such Purchaser is either an individual or an entity duly incorporated or formedorganized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation organization with full right, corporate, partnership, limited liability company or similar partnership power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and execution, delivery of the Transaction Documents to which such Purchaser is a party and performance by such Purchaser of the transactions contemplated by such Transaction Documents this Agreement have been duly authorized by all necessary corporate, partnership, limited liability company corporate or similar action, as applicable, action on the part of such Purchaser. Each Transaction Document to which it is a party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except: terms except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, generally and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies remedies, and (iii) insofar with respect to the indemnification provisions set forth in the Registration Rights Agreement, as indemnification and contribution provisions may be limited by applicable law.public policy. -13- (b)

Representations and Warranties of the Purchasers. Each PurchaserPurchaser hereby, for itself and for no other Purchaser, hereby represents and warrants as of the date hereof and as of the Closing Date to the Company as follows (unless as of a specific date therein, in which case they shall be accurate as of such date):follows: (a) Organization: ; Authority. Such Purchaser is either an individual or an entity duly incorporated or formedorganized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation organization with full right, corporate, partnership, limited liability company corporate or similar partnership power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and execution, delivery of the Transaction Documents to which such Purchaser is a party and performance by such Purchaser of the transactions contemplated by such Transaction Documents this Agreement have been duly authorized by all necessary corporate, partnership, limited liability company or similar action, as applicable, corporate action on the part of such Purchaser. Each Transaction Document to which it is a party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except: terms except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and 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 and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

Representations and Warranties of the Purchasers. Each Purchaser, for itself and for no other Purchaseritself, hereby represents and warrants as of the date hereof and as of the Closing Date to the Company as follows (unless as of a specific date therein, in which case they shall be accurate as of such date):follows: (a) Organization: ; Authority. Such Purchaser is either an individual or an entity duly incorporated or formedorganized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation organization with full right, corporate, partnership, limited liability company corporate or similar partnership power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of the Transaction Documents to which such Purchaser is a party and performance by such Purchaser of the transactions contemplated by such the Transaction Documents have been duly authorized by all necessary corporate, partnership, limited liability company corporate or similar action, as applicable, action on the part of such Purchaser. Each Transaction Document to which it is a party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except: (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and 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 and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

Representations and Warranties of the Purchasers. Each PurchaserPurchaser -------------------------------------------------- hereby, for itself and for no other Purchaser, hereby represents and warrants as of the date hereof and as of the Closing Date to the Company as follows (unless as of a specific date therein, in which case they shall be accurate as of such date):follows: (a) Organization: ; Authority. Such Purchaser is either an individual or an entity duly incorporated or formed------------------------ organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation organization with full right, corporate, partnership, limited liability company corporate or similar partnership power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and execution, delivery of the Transaction Documents to which such Purchaser is a party and performance by such Purchaser of the transactions contemplated by such Transaction Documents this Agreement have been duly authorized by all necessary corporate, partnership, limited liability company corporate or similar action, as applicable, action on the part of such Purchaser. Each Transaction Document to which it is a party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except: except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and 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 and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

Representations and Warranties of the Purchasers. Each Purchaser, for itself and for no other Purchaser, hereby represents and warrants as of the date hereof and as of the Closing Date to the Company as follows (unless as of a specific date therein, in which case they shall be accurate as of such date): (a) follows: Organization: ; Authority. Such Purchaser is either an individual or an entity duly incorporated or formedorganized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation organization with full right, corporate, partnership, limited liability company corporate or similar partnership power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of the Transaction Documents to which such Purchaser is a party and performance by such Purchaser of the transactions contemplated by such the Transaction Documents have been duly authorized by all necessary corporate, partnership, limited liability company corporate or similar action, as applicable, action on the part of such Purchaser. Each Transaction Document to which it is a party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except: (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and 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 and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

Representations and Warranties of the Purchasers. Each PurchaserPurchaser ---------------------------------------------------- hereby, for itself and for no other Purchaser, hereby represents and warrants as of the date hereof and as of the Closing Date to the Company as follows (unless as of a specific date therein, in which case they shall be accurate as of such date):follows: (a) Organization: ; Authority. Such Purchaser is either an individual or an entity duly incorporated or formed------------------------- organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation organization with full right, corporate, partnership, limited liability company corporate or similar partnership power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and execution, delivery of the Transaction Documents to which such Purchaser is a party and performance by such Purchaser of the transactions contemplated by such Transaction Documents this Agreement have been duly authorized by all necessary corporate, partnership, limited liability company corporate or similar action, as applicable, action on the part of such Purchaser. Each Transaction Document to which it is a party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except: except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and 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 and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

Representations and Warranties of the Purchasers. Each Purchaser, for itself and for no other Purchaser, hereby represents and warrants as of the date hereof and as of the Closing Date to the Company as follows (unless as of a specific date therein, in which case they shall be accurate as of such date):follows: (a) Organization: ; Authority. Such Purchaser is either an individual or an entity duly incorporated or formedorganized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation organization with full right, corporate, partnership, limited liability company corporate or similar partnership power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and execution, delivery of the Transaction Documents to which such Purchaser is a party and performance by such Purchaser of the transactions contemplated by such Transaction Documents this Agreement have been duly authorized by all necessary corporate, partnership, limited liability company corporate or similar action, as applicable, action on the part of such Purchaser. Each Transaction Document to which it is a party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except: except in relation to enforceability (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and 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 and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

Representations and Warranties of the Purchasers. Each PurchaserPurchaser hereby, for itself and for no other Purchaser, hereby represents and warrants as of the date hereof and as of the Closing Date to the Company as follows (unless as of a specific date therein, in which case they shall be accurate as of such date):follows: (a) Organization: ; Authority. Such Purchaser is either an individual or an entity duly incorporated or formedorganized, validly existing and in good standing under the laws of the jurisdiction of its incorporation organization with the requisite corporate or formation with full right, corporate, partnership, limited liability company or similar partnership power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of the Transaction Documents to which such Purchaser is a party and performance purchase by such Purchaser of the transactions contemplated by such Transaction Documents have Securities hereunder has been duly authorized by all necessary corporate, partnership, limited liability company or similar action, as applicable, action on the part of such Purchaser. Each Transaction Document to which it is a party of this Agreement, the Security Agreement and the Registration Rights Agreement has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except: terms except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ ' rights generally, generally and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable lawremedies.

Representations and Warranties of the Purchasers. Each Purchaser, for itself and for no other Purchaser, hereby represents and warrants as of the date hereof and as of the Closing Date to the Company as follows (unless as of a specific date therein, in which case they shall be accurate as of such date):follows: (a) Organization: ; Authority. Such Purchaser Purchaser, if an entity, is either an individual or an entity duly incorporated or formed, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation with full right, corporate, partnership, limited liability company or similar power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents this Agreement and otherwise to carry out its obligations hereunder and thereunder. Such Purchaser is not in Israel or an Israeli citizen, corporation or resident, or controlled by an Israeli citizen, corporation or resident. The execution and delivery of the Transaction Documents to which such Purchaser is a party this Agreement and performance by such Purchaser of the transactions contemplated by such Transaction Documents this Agreement have been duly authorized by all necessary corporate, partnership, limited liability company or similar action, as applicable, on the part of such Purchaser. Each Transaction Document to which it is a party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except: (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and 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 and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

Representations and Warranties of the Purchasers. Each PurchaserPurchaser hereby, for itself and for no other Purchaser, hereby represents and warrants as of the date hereof and as of the Closing Date to the Company as follows (unless as of a specific date therein, in which case they shall be accurate as of such date):follows: (a) Organization: ; Authority. Such Purchaser is either an individual or an entity duly incorporated or formedorganized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation organization with full right, corporate, partnership, limited liability company corporate or similar partnership power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and execution, delivery of the Transaction Documents to which such Purchaser is a party and performance by such Purchaser of the transactions contemplated by such Transaction Documents this Agreement have been duly authorized by all necessary corporate, partnership, limited liability company corporate or similar action, as applicable, action on the part of such Purchaser. Each Transaction Document to which it is a party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except: except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and 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 and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

Representations and Warranties of the Purchasers. Each PurchaserPurchaser hereby, for itself and for no other Purchaser, hereby represents and warrants as of the date hereof and as of the Closing Date to the Company as follows (unless as of a specific date therein, in which case they shall be accurate as of such date):follows: (a) Organization: ; Authority. Such Purchaser is either an individual or an entity duly incorporated or formedorganized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation organization with full right, corporate, partnership, limited liability company corporate or similar partnership power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and execution, delivery of the Transaction Documents to which such Purchaser is a party and performance by such Purchaser of the transactions contemplated by such Transaction Documents this Agreement have been duly authorized by all necessary corporate, partnership, limited liability company corporate or similar action, as applicable, action on the part of such Purchaser. Each Transaction Document to which it such Purchaser is a party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except: except as limited by (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement the rights and remedies of creditors’ rights ' generally, (ii) as limited by the exercise of judicial or administrative discretion in accordance with general equitable principles or public policy, or (iii) laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) except insofar as indemnification and contribution provisions may be limited by applicable law.

Representations and Warranties of the Purchasers. Each Purchaser, for itself and for no other Purchaser, Purchaser hereby represents and warrants as of the date hereof and as of the each Closing Date to the Company as follows (unless as of a specific date therein, in which case they shall be accurate as of such date): follows: (a) Organization: ; Authority. Such The Purchaser is either an individual or an entity duly incorporated or formed, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation with full right, corporate, partnership, limited liability company or similar power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents this Agreement and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of the Transaction Documents to which such Purchaser is a party this Agreement and performance by such the Purchaser of the transactions contemplated by such Transaction Documents this Agreement have been duly authorized by all necessary corporate, partnership, limited liability company or similar action, as applicable, on the part of such the Purchaser. Each Transaction Document to which it is a party has been duly executed by such the Purchaser, and when delivered by such the Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such the Purchaser, enforceable against it in accordance with its terms, except: (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and 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 and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

Representations and Warranties of the Purchasers. Each PurchaserPurchaser hereby, for itself itself, severally and for no other Purchasernot jointly, hereby represents and warrants as of the date hereof and as of the Closing Date to the Company as follows (unless as of a specific date therein, in which case they shall be accurate as of such date):follows: (a) Organization: ; Authority. Such Purchaser is either an individual or an entity duly incorporated or formedorganized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation organization with full right, corporate, partnership, limited liability company corporate or similar partnership power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and execution, delivery of the Transaction Documents to which such Purchaser is a party and performance by such Purchaser of the transactions contemplated by such Transaction Documents this Agreement have been duly authorized by all necessary corporate, partnership, limited liability company corporate or similar action, as applicable, action on the part of such Purchaser. Each Transaction Document to which it is a party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereofhereof and thereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except: except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and 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 and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

Representations and Warranties of the Purchasers. Each PurchaserPurchaser hereby, for itself and for no other Purchaser, hereby represents and warrants as of the date hereof and as of the Closing Date to the Company as follows (unless as of a specific date therein, in which case they shall be accurate as of such date):follows: (a) Organization: ; Authority. Such Purchaser is either an individual or an entity duly incorporated or formedorganized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation organization with full right, corporate, partnership, limited liability company corporate or similar partnership power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and execution, delivery of the Transaction Documents to which such Purchaser is a party and performance by such Purchaser of the transactions contemplated by such Transaction Documents this Agreement have been duly authorized by all necessary corporate, partnership, limited liability company corporate or similar action, as applicable, action on the part of such Purchaser. Each of the Transaction Document Documents to which it is a party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except: except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and 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 and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

Representations and Warranties of the Purchasers. Each PurchaserPurchaser hereby, for itself and for no other Purchaser, hereby represents and warrants as of the date hereof and as of the Closing Date to the Company as follows (unless as of a specific date therein, in which case they shall be accurate as of such date):follows: (a) Organization: ; Authority. Such To the extent applicable, each Purchaser is either an individual or an entity duly incorporated or formedorganized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation organization with full right, corporate, partnership, limited liability company or similar partnership power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and execution, delivery of the Transaction Documents to which such Purchaser is a party and performance by such each Purchaser of the transactions contemplated by such Transaction Documents have this Agreement has been duly authorized by all necessary corporate, partnership, limited liability company corporate or similar action, as applicable, action on the part of such Purchaser. Each Transaction Document to which it is a party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except: except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and 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 and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

Representations and Warranties of the Purchasers. Each Purchaser, for itself and for no other Purchaser,as applicable, hereby represents makes the following representations and warrants as of the date hereof and as of the Closing Date warranties to the Company as follows (unless to itself, but not as of a specific date therein, in which case they shall be accurate as of such date): to any other Purchaser: (a) Organization: Authority. Such ; Authorization; Enforcement. (i) The Purchaser is either an individual a corporation or an entity partnership duly incorporated or formed, and validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation with full rightorganization and has the requisite power to own its properties and to carry on its business as now being conducted, corporate, partnership, limited liability company or similar (ii) the Purchaser has the requisite power and authority to enter into and to consummate perform this Agreement, (iii) the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement by the Transaction Documents to which such Purchaser is a party and performance the consummation by such Purchaser it of the transactions contemplated by such Transaction Documents hereby have been duly authorized by all necessary corporate, partnership, limited liability company or similar action, as applicableand no further consent or authorization of the Purchaser or its Board of Directors or stockholders or partners is required, on the part of such Purchaser. Each Transaction Document to which it is a party (iv) this Agreement has been duly executed by such Purchaser, and when delivered by such the Purchaser in accordance with the terms hereof, will constitute the (or on Purchaser's behalf by its investment manager duly authorized to act on its behalf) and (v) this Agreement constitutes a valid and legally binding obligation of such Purchaser, the Purchaser enforceable against it the Purchaser in accordance with its terms, except: (i) except as such enforceability may be limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium moratorium, liquidation or similar laws relating to, or affecting generally the enforcement of, creditors' rights and remedies or by other laws equitable principles 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 and (iii) insofar as indemnification and contribution provisions may be limited by applicable lawapplication.

Representations and Warranties of the Purchasers. Each PurchaserPurchaser hereby, for itself and for no other Purchaser, hereby represents and warrants as of the date hereof and as of the applicable Closing Date to the Company as follows (unless as of a specific date therein, in which case they shall be accurate as of such date):follows: (a) Organization: ; Authority. Such Purchaser is either an individual or an entity duly incorporated or formedorganized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation organization with full the requisite right, corporate, partnership, limited liability company corporate or similar partnership power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and execution, delivery of the Transaction Documents to which such Purchaser is a party and performance by such Purchaser of the transactions contemplated by such Transaction Documents this Agreement have been duly authorized by all necessary corporate, partnership, limited liability company corporate or similar action, as applicable, action on the part of such Purchaser. Each Transaction Document to which it is a party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except: except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and 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 and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

Representations and Warranties of the Purchasers. Each PurchaserPurchaser hereby, for itself and for no other Purchaser, hereby represents and warrants as of the date hereof and as of the Closing Date to the Company as follows (unless as of a specific date therein, in which case they shall be accurate as of such date):follows: (a) Organization: ; Authority. Such Purchaser is either an individual or an entity duly incorporated or formedorganized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation organization with full right, corporate, partnership, limited liability company corporate or similar partnership power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and execution, delivery of the Transaction Documents to which such Purchaser is a party and performance by such Purchaser of the transactions contemplated by such Transaction Documents this Agreement have been duly authorized by all necessary corporate, partnership, limited liability company corporate or similar action, as applicable, action on the part of such Purchaser. Each Transaction Document to which it is a party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except: except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and 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 and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.,

Representations and Warranties of the Purchasers. Each Purchaser, for itself and for no other Purchaserseverally but not jointly, hereby represents and warrants as of the date hereof and as of the Closing Date to the Company as follows (unless as of a specific date therein, in which case they shall be accurate as of such date):follows: (a) Organization: ; Authority. Such Purchaser is either an individual or an entity duly incorporated or formedorganized, validly existing and in good standing under the laws of the jurisdiction of its incorporation organization with the requisite corporate or formation with full right, corporate, partnership, limited liability company or similar partnership power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents this Agreement and otherwise to carry out its obligations hereunder and thereunderhereunder. The execution and execution, delivery of the Transaction Documents to which such Purchaser is a party and performance by such Purchaser of the transactions contemplated by such Transaction Documents this Agreement have been duly authorized by all necessary corporatecorporate or, if such Purchaser is not a corporation, such partnership, limited liability company or similar other applicable like action, as applicable, on the part of such Purchaser. Each Transaction Document to which it is a party This Agreement has been duly executed by such Purchaser, Purchaser and when delivered by such Purchaser in accordance with the terms hereof, hereof will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except: (i) except as such enforceability may be limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other moratorium, liquidation or similar laws of general application relating to, or affecting generally the enforcement of of, creditors’ rights generally, (ii) as limited and remedies or by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable lawprinciples of general application.

Representations and Warranties of the Purchasers. Each PurchaserPurchaser hereby, for itself and for no other Purchaser, hereby represents and warrants as of the date hereof and as of the Closing Date to the Company as follows (unless as of a specific date therein, in which case they shall be accurate as of such date):follows: (a) Organization: ; Authority. Such Purchaser is either an individual or an entity duly incorporated or formedorganized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation organization with full right, corporate, partnership, limited liability company corporate or similar partnership power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and execution, delivery of the Transaction Documents to which such Purchaser is a party and performance by such Purchaser of the transactions contemplated by such Transaction Documents this Agreement have been duly authorized by all necessary corporate, partnership, limited liability company corporate or similar action, as applicable, action on the part of such Purchaser. Each Transaction Document to which it is party a party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except: except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and 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 and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

Representations and Warranties of the Purchasers. Each PurchaserPurchaser hereby, for itself and for no other Purchaser, hereby represents and warrants as of the date hereof and as of the Closing Date to the Company as follows (unless as of a specific date therein, in which case they shall be accurate as of such date):follows: (a) Organization: ; Authority; Enforceability. Such Purchaser (other than individuals) is either an individual or an entity duly incorporated or formedorganized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation organization with full right, corporate, partnership, limited liability company or similar power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and execution, delivery of the Transaction Documents to which such Purchaser is a party and performance by such Purchaser of the transactions contemplated by such Transaction Documents have this Agreement has been duly authorized by all necessary corporate, partnership, limited liability company corporate or similar action, as applicable, action on the part of such Purchaser. Each Transaction Document to which it is a party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except: except (i) as limited by laws of general equitable principles and applicable application relating to bankruptcy, insolvency, reorganization, moratorium and or other similar laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability rules of law governing specific performance, injunctive relief relief, or other equitable remedies and (iii) insofar as to the extent the indemnification and contribution provisions contained in the Transaction Documents may be limited by applicable lawfederal or state securities laws.

Representations and Warranties of the Purchasers. Each PurchaserPurchaser hereby, for itself and for no other Purchaser, hereby represents and warrants as of the date hereof and as of the each Closing Date to the Company as follows (unless as of a specific date therein, in which case they shall be accurate as of such date):follows: (a) Organization: ; Authority. Such Purchaser is either an individual or an entity duly incorporated or formedorganized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation organization with full right, corporate, partnership, limited liability company corporate or similar partnership power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and execution, delivery of the Transaction Documents to which such Purchaser is a party and performance by such Purchaser of the transactions contemplated by such Transaction Documents this Agreement have been duly authorized by all necessary corporate, partnership, limited liability company corporate or similar action, as applicable, action on the part of such Purchaser. Each Transaction Document to which it is a party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except: except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and 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 and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

Representations and Warranties of the Purchasers. Each PurchaserPurchaser hereby, for itself and for no other Purchaser, hereby represents and warrants to the Company, effective as of the date hereof and the Second Closing Date, as follows: 4.1. Good Standing of the Closing Date to the Company as follows (unless as of a specific date therein, in which case they shall be accurate as of such date): (a) Organization: AuthorityPurchaser. Such Purchaser has been duly organized and is either an individual or an entity duly incorporated or formed, validly existing and in good standing under the laws of the jurisdiction its state of its incorporation or formation organization, with full right, corporate, partnership, limited liability company or similar power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents this Agreement and otherwise to carry out its obligations hereunder hereunder. 4.2. Due Execution, Delivery and thereunderPerformance. The Such Purchaser has full power and authority to enter into this Agreement and perform the transactions contemplated hereby. This Agreement has been duly authorized, executed and delivered by such Purchaser. No consent, DB1/ 149227402.4 approval, authorization or other order of any court, regulatory body, administrative agency or other governmental body is required for the execution and delivery of this Agreement or the Transaction Documents to which such Purchaser is a party and performance by such Purchaser consummation of the transactions contemplated by such Transaction Documents have been duly authorized this Agreement by all necessary corporate, partnership, limited liability company or similar action, as applicable, on the part of such Purchaser. Each Transaction Document to which it is a party has been duly executed by such PurchaserUpon its execution and delivery, and when delivered assuming the valid execution thereof by such Purchaser in accordance with the terms hereofCompany, this will constitute the valid and legally binding obligation obligations of such Purchaser, enforceable against it in accordance with its terms, except: (i) except as enforceability may be limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other or similar laws of general application affecting enforcement of creditors’ and contracting parties’ rights generally, (ii) generally and except as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions enforceability may be limited by applicable subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Representations and Warranties of the Purchasers. Each PurchaserPurchaser ------------------------------------------------- hereby, for itself and for no other Purchaser, hereby represents and warrants as of the date hereof and as of the Closing Date to the Company as follows (unless as of a specific date therein, in which case they shall be accurate as of such date):follows: (a) Organization: ; Authority. Such Purchaser is either an individual or an entity duly incorporated or formed------------------------ organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation organization with full right, corporate, partnership, limited liability company corporate or similar partnership power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and execution, delivery of the Transaction Documents to which such Purchaser is a party and performance by such Purchaser of the transactions contemplated by such Transaction Documents this Agreement have been duly authorized by all necessary corporate, partnership, limited liability company corporate or similar action, as applicable, action on the part of such Purchaser. Each Transaction Document Documents to which it is a party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except: except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and 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 and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

Representations and Warranties of the Purchasers. Each PurchaserPurchaser hereby, for itself and for no other Purchaser, hereby represents and warrants as of the date hereof and as of the Closing Date to the Company as follows (unless as of a specific date therein, in which case they shall be accurate as of such date):follows: (a) Organization: ; Authority. Such Purchaser is either an individual or an entity duly incorporated or formedorganized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation organization with full right, corporate, partnership, limited liability company corporate or similar partnership power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and execution, delivery of the Transaction Documents to which such Purchaser is a party and performance by such Purchaser of the transactions contemplated by such Transaction Documents this Agreement have been duly authorized by all necessary corporate, partnership, limited liability company corporate or similar action, as applicable, action on the part of such Purchaser. Each Transaction Document to which it is a party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except: except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and 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 and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.. <PAGE>

Representations and Warranties of the Purchasers. Each PurchaserPurchaser hereby, for itself and for no other Purchaser, hereby represents and warrants as of the date hereof and as of the Closing Date to the Company as follows (unless as of a specific date therein, in which case they shall be accurate as of such date):follows: (a) Organization: ; Authority. Such Purchaser is either an individual or an entity duly incorporated or formedorganized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation organization with full right, corporate, partnership, limited liability company or similar partnership power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and execution, delivery of the Transaction Documents to which such Purchaser is a party and performance by such Purchaser of the transactions contemplated by such Transaction Documents have this Agreement has been duly authorized by all necessary corporate, partnership, limited liability company corporate or similar action, as applicable, action on the part of such Purchaser. Each Transaction Document to which it is a party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except: except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and 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 and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

Representations and Warranties of the Purchasers. Each PurchaserPurchaser hereby, for itself and for no other Purchaser, hereby represents and warrants as of the date hereof and as of the Closing Date to the Company as follows (unless as of a specific date therein, in which case they shall be accurate as of such date):follows: (a) Organization: ; Authority. Such If the Purchaser is either not an individual or individual, such Purchaser is an entity duly incorporated or formedorganized, validly existing and in good standing under the laws of the jurisdiction of its incorporation organization with the requisite corporate or formation with full right, corporate, partnership, limited liability company or similar partnership power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of If the Transaction Documents to which such Purchaser is a party and performance not an individual, the loan by such Purchaser of the transactions contemplated Loan Amount evidenced by such Transaction Documents have the Notes hereunder has been duly authorized by all necessary corporate, partnership, limited liability company or similar action, as applicable, action on the part of such Purchaser. Each Transaction Document to which it is a party This Agreement has been duly executed by such PurchaserPurchaser if the Purchaser is not an individual, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except: terms except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, generally and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable lawremedies.

Representations and Warranties of the Purchasers. Each PurchaserPurchaser hereby, for itself and for no other Purchaser, hereby represents and warrants as of the date hereof and as of the Closing Date to the Company as follows (unless as of a specific date therein, in which case they shall be accurate as of such date):follows: (a) Organization: Authority. Such Purchaser is either an individual or an entity duly incorporated or formedorganized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation organization with full right, corporate, partnership, limited liability company or similar the requisite power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and execution, delivery of the Transaction Documents to which such Purchaser is a party and performance by such Purchaser of the transactions contemplated by such Transaction Documents this Agreement have been duly authorized by all necessary corporate, partnership, limited liability company corporate or similar action, as applicable, action on the part of such Purchaser. Each Transaction Document to which it is a party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except: except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and 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 and (iii) insofar as public policy, applicable law relating to fiduciary duties and indemnification and contribution provisions may be limited by applicable lawan implied covenant of good faith and fair dealings.

Representations and Warranties of the Purchasers. Each PurchaserPurchaser ----------------------------------------------------- hereby, for itself and for no other Purchaser, hereby represents and warrants as of the date hereof and as of the Closing Date to the Company as follows (unless as of a specific date therein, in which case they shall be accurate as of such date):follows: (a) Organization: ; Authority. Such Purchaser is either an individual or an entity duly incorporated or formed------------------------ organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation organization with full right, corporate, partnership, limited liability company corporate or similar partnership power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and execution, delivery of the Transaction Documents to which such Purchaser is a party and performance by such Purchaser of the transactions contemplated by such Transaction Documents this Agreement have been duly authorized by all necessary corporate, partnership, limited liability company corporate or similar action, as applicable, action on the part of such Purchaser. Each Transaction Document to which it is a party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except: except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and 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 and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

Representations and Warranties of the Purchasers. Each PurchaserPurchaser hereby, for itself and for no other Purchaser, hereby represents and warrants as of the date hereof and as of the Closing Date to the Company as follows (unless as of a specific date therein, in which case they shall be accurate as of such date):follows: (a) Organization: ; Authority. Such If applicable, such Purchaser is either an individual or an entity duly incorporated or formedorganized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation organization with full right, corporate, partnership, limited liability company corporate or similar partnership power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and If applicable, the execution, delivery of the Transaction Documents to which such Purchaser is a party and performance by such Purchaser of the transactions contemplated by such Transaction Documents this Agreement have been duly authorized by all necessary corporate, partnership, limited liability company corporate or similar action, as applicable, action on the part of such Purchaser. Each Transaction Document to which it is a party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except: except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and 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 and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

Representations and Warranties of the Purchasers. Each PurchaserPurchaser hereby, for itself and for no other Purchaser, hereby represents and warrants as of the date hereof and as of the Closing Date to the Company as follows (unless as of a specific date therein, in which case they shall be accurate as of such date):follows: (a) Organization: ; Authority; Enforceability. Such Purchaser (other than individuals) is either an individual or an entity duly incorporated or formedorganized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation organization with full right, corporate, partnership, limited liability company or similar power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and execution, delivery of the Transaction Documents to which such Purchaser is a party and performance by such Purchaser of the transactions contemplated by such Transaction Documents have this Agreement has been duly authorized by all necessary corporate, partnership, limited liability company corporate or similar action, as applicable, action on the part of such Purchaser. Each Transaction Document to which it is a party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except: (i) as limited by subject to laws of general equitable principles and applicable application relating to bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally and other laws rules of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of law governing specific performance, injunctive relief relief, or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable lawremedies.

Representations and Warranties of the Purchasers. Each PurchaserPurchaser hereby, for itself and for no other Purchaser, hereby represents and warrants as of the date hereof and as of the Closing Date to the Company as follows (unless as of a specific date therein, in which case they shall be accurate as of such date):follows: (a) Organization: ; Authority. Such The Purchaser is either an individual or an entity duly incorporated or formedorganized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation organization with full right, corporate, partnership, limited liability company corporate or similar partnership power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and execution, delivery of the Transaction Documents to which such Purchaser is a party and performance by such the Purchaser of the transactions contemplated by such Transaction Documents this Agreement have been duly authorized by all necessary corporate, partnership, limited liability company corporate or similar action, as applicable, action on the part of such the Purchaser. Each Transaction Document to which it is a party has been duly executed by such the Purchaser, and when delivered by such the Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such the Purchaser, enforceable against it in accordance with its terms, except: except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and 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 and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.. 14 of 27

Representations and Warranties of the Purchasers. Each PurchaserPurchaser hereby, for itself and for no other Purchaser, hereby represents and warrants as of the date hereof and as of the Closing Date to Elixir Group and the Company as follows (unless as of a specific date therein, in which case they shall be accurate as of such date):follows: (a) Organization: ; Authority. Such Purchaser is either an individual or an entity duly incorporated or formedorganized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation organization with full right, corporate, partnership, limited liability company corporate or similar partnership power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and execution, delivery of the Transaction Documents to which such Purchaser is a party and performance by such Purchaser of the transactions contemplated by such Transaction Documents this Agreement have been duly authorized by all necessary corporate, partnership, limited liability company corporate or similar action, as applicable, action on the part of such Purchaser. Each Transaction Document to which it is a party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except: except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and 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 and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

Representations and Warranties of the Purchasers. Each Purchaser, for itself and for no other PurchaserPurchaser hereby, hereby represents and warrants as of the date hereof and as of the Closing Date to the Company as follows (unless as of a specific date therein, in which case they shall be accurate as of such date):follows: (a) Organization: ; Authority. Such Purchaser is either an individual or an entity duly incorporated or formedorganized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation organization with full right, corporate, partnership, limited liability company corporate or similar partnership power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and execution, delivery of the Transaction Documents to which such Purchaser is a party and performance by such Purchaser of the transactions contemplated by such Transaction Documents this Agreement have been duly authorized by all necessary corporate, partnership, limited liability company corporate or similar action, as applicable, action on the part of such Purchaser. Each Transaction Document to which it is a party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except: except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and 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 and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

Representations and Warranties of the Purchasers. Each PurchaserPurchaser hereby, for itself and for no other Purchaser, hereby represents and warrants as of the date hereof and as of the Closing Date to the Company and Whitehall as follows (unless as of a specific date therein, in which case they shall be accurate as of such date):follows: (a) Organization: ; Authority. Such Purchaser is either an individual or an entity duly incorporated or formedorganized, validly existing and in good standing under the laws of the jurisdiction of its incorporation organization with the requisite corporate or formation with full right, corporate, partnership, limited liability company or similar partnership power and authority to enter into and to consummate the transactions contemplated by the applicable Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and execution, delivery of the Transaction Documents to which such Purchaser is a party and performance by such Purchaser of the transactions contemplated by such Transaction Documents this Agreement have been duly authorized by all necessary corporatecorporate or, if such Purchaser is not a corporation, such partnership, limited liability company or similar other applicable like action, as applicable, on the part of such Purchaser. Each Transaction Document to which it is a party of this Agreement and the Registration Rights Agreement has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except: (i) except as such enforceability may be limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other moratorium, liquidation or similar laws of general application relating to, or affecting generally the enforcement of of, creditors’ rights generally, (ii) as limited and remedies or by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable lawprinciples of general application.

Representations and Warranties of the Purchasers. Each Purchaser, for itself and for no other Purchaser, hereby represents and warrants as of the date hereof and as of the Closing Date to the Company as follows (unless as of a specific date therein, in which case they shall be accurate as of such date): (a) ): Organization: ; Authority. Such Purchaser is either an individual or an entity duly incorporated or formed, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation with full right, corporate, partnership, limited liability company or similar power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of the Transaction Documents to which such Purchaser is a party and performance by such Purchaser of the transactions contemplated by such the Transaction Documents have been duly authorized by all necessary corporate, partnership, limited liability company or similar action, as applicable, on the part of such Purchaser. Each Transaction Document to which it is a party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except: (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and 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 and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

Representations and Warranties of the Purchasers. Each Purchaser, for itself and for no other Purchaser, hereby represents and warrants as of the date hereof and as of the Closing Date to the Company as follows (unless as of a specific date therein, ) as of the date hereof and as of the date of the applicable Closing in which case they shall be accurate as of such date):Purchaser purchases the Shares from the Company: (a) 4.1 Organization: ; Authority. Such Purchaser is either an individual or an entity duly incorporated or formed, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation with full right, corporate, partnership, limited liability company or similar power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of the Transaction Documents to which such Purchaser is a party and performance by such Purchaser of the transactions contemplated by such the Transaction Documents have been duly authorized by all necessary corporate, partnership, limited liability company or similar action, as applicable, on the part of such Purchaser. Each Transaction Document to which it is a party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except: (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and 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 and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

Representations and Warranties of the Purchasers. Each PurchaserPurchaser hereby, for itself and for no other Purchaser, hereby represents and warrants as of the date hereof and as of the Closing Date to the Company as follows (unless as of a specific date therein, in which case they shall be accurate as of such date):follows: (a) Organization: ; Authority. Such If the Purchaser is either not an individual or individual, such Purchaser is an entity duly incorporated or formedorganized, validly existing and in good standing under the laws of the jurisdiction of its incorporation organization with the requisite corporate or formation with full right, corporate, partnership, limited liability company or similar partnership power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of If the Transaction Documents to which such Purchaser is a party and performance not an individual, the purchase by such Purchaser of the transactions contemplated by such Transaction Documents have Securities hereunder has been duly authorized by all necessary corporate, partnership, limited liability company or similar action, as applicable, action on the part of such Purchaser. Each Transaction Document to which it is a party of this Agreement and the Registration Rights Agreement has been duly executed by such PurchaserPurchaser if the Purchaser is not an individual, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except: terms except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ ' rights generally, generally and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable lawremedies.

Representations and Warranties of the Purchasers. Each PurchaserPurchaser ------------------------------------------------ hereby, for itself and for no other Purchaser, hereby represents and warrants as of the date hereof and as of the Closing Date to the Company as follows (unless as of a specific date therein, in which case they shall be accurate as of such date):follows: (a) Organization: ; Authority. Such Purchaser is either an individual or an entity duly incorporated or formed------------------------ organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation organization with full right, corporate, partnership, limited liability company corporate or similar partnership power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and execution, delivery of the Transaction Documents to which such Purchaser is a party and performance by such Purchaser of the transactions contemplated by such Transaction Documents this Agreement have been duly authorized by all necessary corporate, partnership, limited liability company corporate or similar action, as applicable, action on the part of such Purchaser. Each Transaction Document to which it is a party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except: except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and 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 and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

Representations and Warranties of the Purchasers. Each Purchaser, for itself and for no other Purchaser, hereby represents and warrants as of the date hereof and as of the Closing Date to the Company as follows (unless except in the case of representations and warranties that speak as of a specific date thereindate, in which case they shall be accurate such Purchaser represents and warrants as of such date): (a) Organization: ; Authority. Such Purchaser is either an individual or an entity duly incorporated or formed, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation with full right, corporate, partnership, limited liability company or similar power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of the Transaction Documents to which such Purchaser is a party and performance by such Purchaser of the transactions contemplated by such the Transaction Documents have been duly authorized by all necessary corporate, partnership, limited liability company or similar action, as applicable, on the part of such Purchaser. Each Transaction Document to which it is a party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except: except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and 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 and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

Representations and Warranties of the Purchasers. Each Purchaser, for itself and for no other Purchaser, hereby represents and warrants as of the date hereof and as of the Closing Date to the Company as follows (unless as of a specific date therein, in which case they shall be accurate as of such date):follows: (a) Organization: ; Authority. Such Purchaser is either an individual or an entity duly incorporated or formedorganized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation organization with full right, corporate, partnership, limited liability company corporate or similar partnership power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of the Transaction Documents to which such Purchaser is a party and performance by such Purchaser of the transactions contemplated by such the Transaction Documents have been duly authorized by all necessary corporate, partnership, limited liability company corporate or similar action, as applicable, action on the part of such Purchaser. Each Transaction Document to which it is a party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation obligations of such Purchaser, enforceable against it in accordance with its terms, except: except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by general equitable principles and laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

Representations and Warranties of the Purchasers. Each PurchaserPurchaser hereby, for itself and for no other Purchaser, hereby represents and warrants as of the date hereof and as of the Closing Date to the Company as follows (unless as of a specific date therein, in which case they shall be accurate as of such date):follows: (a) Organization: ; Authority. Such Purchaser is either an individual or an entity duly incorporated or formedorganized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation organization with full right, corporate, partnership, limited liability company corporate or similar partnership power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and execution, delivery of the Transaction Documents to which such Purchaser is a party and performance by such Purchaser of the transactions contemplated by such Transaction Documents this Agreement have been duly authorized by all necessary corporate, partnership, limited liability company or similar action, as applicable, corporate action on the part of such Purchaser. Each Transaction Document to which it is a party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except: terms except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and 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 and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

Representations and Warranties of the Purchasers. Each PurchaserPurchaser hereby, for itself and for no other Purchaser, hereby represents and warrants as of the date hereof and as of the Closing Date to the Company as follows (unless as of a specific date therein, in which case they shall be accurate as of such date):follows: (a) Organization: ; Authority. Such Purchaser is either an individual or an entity duly incorporated or formedorganized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation organization with full right, corporate, partnership, limited liability company corporate or similar partnership power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and execution, delivery of the Transaction Documents to which such Purchaser is a party and performance by such Purchaser of the transactions contemplated by such Transaction Documents this Agreement have been duly authorized by all necessary corporate, partnership, limited liability company corporate or similar action, as applicable, action on the part of such Purchaser. Each Transaction Document to which it is a party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except: except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ ' rights generally, generally and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable lawremedies.

Representations and Warranties of the Purchasers. Each Purchaser, for itself and for no other Purchaser, hereby represents and warrants as of the date hereof and as of the Closing Date to the Company as follows (unless as of a specific date therein, in which case they shall be accurate as of such date): (a) Organization: ; Authority. Such Purchaser is either an individual or an entity duly incorporated or formedorganized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation organization with full right, corporate, partnership, limited liability company corporate or similar partnership power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of the Transaction Documents to which such Purchaser is a party and performance by such Purchaser of the transactions contemplated by such the Transaction Documents have been duly authorized by all necessary corporate, partnership, limited liability company or similar action, as applicable, on the part of such Purchaser. Each Transaction Document to which it is a party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except: (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and 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 and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

Representations and Warranties of the Purchasers. Each PurchaserPurchaser hereby, for itself and for no other Purchaser, hereby represents and warrants as of the date hereof and as of the each Closing Date to the Company as follows (unless as of a specific date therein, in which case they shall be accurate as of such date):follows: (a) Organization: ; Authority. Such Purchaser is either an individual or (i) an entity duly incorporated or formedorganized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation organization with full right, corporate, partnership, limited liability company or similar power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder thereunder or (ii) a natural person with the capacity to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out his obligations thereunder. The execution and execution, delivery of the Transaction Documents to which such Purchaser is a party and performance by such Purchaser (other than natural persons) of the transactions contemplated by such Transaction Documents this Agreement have been duly authorized by all necessary corporate, partnership, limited liability company corporate or similar action, as applicable, action on the part of such Purchaser. Each Transaction Document to which it is a party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except: except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and 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 and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

Representations and Warranties of the Purchasers. Each PurchaserPurchaser hereby, for itself and for no other Purchaser, hereby represents and warrants as of the date hereof and as of the Closing Date to the Company as follows (unless as of a specific date therein, in which case they shall be accurate as of such date):follows: (a) Organization: ; Authority; Enforceability. Such Purchaser (other than individuals) is either an individual or an entity duly incorporated or formedorganized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation organization with full right, corporate, partnership, limited liability company or similar power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and execution, delivery of the Transaction Documents to which such Purchaser is a party and performance by such Purchaser of the transactions contemplated by such Transaction Documents have this Agreement has been duly authorized by all necessary corporate, partnership, limited liability company corporate or similar action, as applicable, action on the part of such Purchaser. Each Transaction Document to which it is a party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except: (i) as limited by subject to laws of general equitable principles and applicable application relating to bankruptcy, insolvency, reorganization, moratorium and or other similar laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability generally and rules of law governing specific performance, injunctive relief relief, or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable lawremedies.

Representations and Warranties of the Purchasers. Each PurchaserPurchaser hereby, for itself and for no other Purchaser, hereby represents and warrants as of the date hereof and as of the Closing Date to the Company as follows (unless as of a specific date therein, in which case they shall be accurate as of such date):follows: (a) Organization: ; Authority. Such Purchaser is either an individual or an entity duly incorporated or formedorganized, validly existing and in good standing under the laws of the jurisdiction of its incorporation organization with the requisite corporate or formation with full right, corporate, partnership, limited liability company or similar partnership power and authority to enter into and to consummate the transactions contemplated by the applicable Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and execution, delivery of the Transaction Documents to which such Purchaser is a party and performance by such Purchaser of the transactions contemplated by such Transaction Documents this Agreement have been duly authorized by all necessary corporatecorporate or, if such Purchaser is not a corporation, such partnership, limited liability company or similar other applicable like action, as applicable, on the part of such Purchaser. Each Transaction Document to which it is a party of this Agreement and the Registration Rights Agreement has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except: (i) except as such enforceability may be limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium moratorium, liquidation or similar laws relating to, or affecting generally the enforcement of, creditors' rights and remedies or by other laws equitable principles 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 and (iii) insofar as indemnification and contribution provisions may be limited by applicable lawapplication.

Representations and Warranties of the Purchasers. Each PurchaserPurchaser hereby, for itself and for no other Purchaser, hereby represents and warrants as of the date hereof and as of the Closing Date and the Second Closing Date to the Company as follows (unless as of a specific date therein, in which case they shall be accurate as of such date):follows: (a) Organization: ; Authority. Such Purchaser is either an individual or an entity duly incorporated or formedorganized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation organization with full right, corporate, partnership, limited liability company corporate or similar partnership power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and execution, delivery of the Transaction Documents to which such Purchaser is a party and performance by such Purchaser of the transactions contemplated by such Transaction Documents this Agreement have been duly authorized by all necessary corporate, partnership, limited liability company corporate or similar action, as applicable, action on the part of such Purchaser. Each Transaction Document to which it is a party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except: except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and 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 and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

Representations and Warranties of the Purchasers. Each PurchaserPurchaser hereby, for itself and for no other Purchaser, hereby represents and warrants as of the date hereof and as of the Closing Date to the Company as follows (unless as of a specific date therein, in which case they shall be accurate as of such date):follows: (a) Organization: ; Authority. Such Purchaser is either an individual or an entity duly incorporated or formedorganized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation organization with full right, corporate, partnership, limited liability company corporate or similar partnership power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and execution, delivery of the Transaction Documents to which such Purchaser is a party and performance by such Purchaser of the transactions contemplated by such Transaction Documents have this Agreement has been duly authorized by all necessary corporate, partnership, limited liability company corporate or similar action, as applicable, action on the part of such Purchaser. Each Transaction Document to which it is a party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except: except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and 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 and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

Representations and Warranties of the Purchasers. Each Purchaser, Purchaser hereby for itself and for no other Purchaser, hereby represents represents, warrants and warrants as of the date hereof and as of the Closing Date covenants to the Company as follows (unless as of a specific date therein, in which case they shall be accurate as of such date):follows: (a) Organization: Authority; Authorization. Such Purchaser is either an individual or an entity duly incorporated or formedorganized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation with incorporation. Such Purchaser has full right, corporatepower, partnership, limited liability company or similar power authority and authority capacity to enter into this Agreement and to consummate the transactions contemplated by hereby and has taken all necessary action to authorize the Transaction Documents execution, delivery and otherwise to carry out its obligations hereunder and thereunderperformance of this Agreement. The Upon the execution and delivery of the Transaction Documents to which such Purchaser is a party and performance by such Purchaser of the transactions contemplated by such Transaction Documents have been duly authorized by all necessary corporate, partnership, limited liability company or similar action, as applicable, on the part of such Purchaser. Each Transaction Document to which it is a party has been duly executed by such Purchaserthis Agreement, and when delivered assuming the valid execution thereof by such Purchaser in accordance with the terms hereofCompany, will this Agreement shall constitute the valid and legally binding obligation of such Purchaser, Purchaser enforceable against it in accordance with its terms, except: (i) except as such enforceability may be limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium moratorium, liquidation, conservatorship, receivership or similar laws relating to, or affecting generally the enforcement of, creditors' rights and remedies or by other laws equitable principles 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 and (iii) insofar as indemnification and contribution provisions may be limited by applicable lawapplication.

Representations and Warranties of the Purchasers. Each PurchaserPurchaser hereby, for itself and for no other Purchaser, hereby represents and warrants as of the date hereof and as of the Closing Date to the Company as follows (unless as of a specific date therein, in which case they shall be accurate as of such date):follows: (a) Organization: ; Authority. Such Purchaser is either an individual or an entity duly incorporated or formedorganized, validly existing and in good standing under the laws of the jurisdiction of its incorporation organization with the requisite corporate or formation with full right, corporate, partnership, limited liability company or similar partnership power and authority to enter into and to consummate the transactions contemplated by the applicable Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of the Transaction Documents to which this Agreement by such Purchaser is a party and performance by such Purchaser of the transactions contemplated by such Transaction Documents this Agreement have been duly authorized by all necessary corporatecorporate or, if such Purchaser is not a corporation, such partnership, limited liability company or similar other applicable like action, as applicable, on the part of such Purchaser. Each Transaction Document to which it is a party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except: (i) except as such enforceability may be limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other moratorium, liquidation or similar laws of general application relating to, or affecting generally the enforcement of of, creditors’ rights generally, (ii) as limited and remedies or by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable lawprinciples of general application.