Each Investor represents and warrants to the Company that this Agreement has been duly authorized, executed and delivered by such Investor, and is a valid and binding obligation of such Investor, enforceable against such Investor in accordance with its terms. As of the date of this Agreement, the Investor Group, together with the Affiliates and Associates that are controlled by the Investor Group or any Investor (collectively, the “Investor Group Affiliates”), beneficially owns 2,126,848 shares of the Company’s common stock (“Shares”) and has voting authority over such Shares.