Buyer is a business corporation duly organized and validly existing under the laws of the British Virgin Islands. Buyer has full power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Ancillary Agreements to which it is a party, the performance of Buyer’s obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary proceedings on the part of Buyer. This Agreement has been, and as of the Closing all of the Ancillary Agreements to be delivered by Buyer will be, duly executed and delivered by Buyer, and, assuming (except in the case of the Convertible Note) the due execution of Seller and any other parties thereto (other than Buyer), constitutes (or will constitute) the valid and legally binding obligation of Buyer, enforceable against Buyer in accordance with their terms, subject to (i) bankruptcy, insolvency, reorganization, fraudulent transfer, rehabilitation, receivership, moratorium or other similar laws affecting the enforcement of creditors’ rights generally, and (ii) general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).