REPRESENTATIONS AND WARRANTIES OF BUYER

Subject to such exceptions that are (i) disclosed in the disclosure schedules dated as of the date hereof and delivered with this Agreement (the “Buyer Disclosure Schedules”) or (ii) disclosed pursuant to Section 5.02 (but without limiting Seller’s indemnification rights with respect to such supplements or amendments as provided in Section 5.02(a)) and except as set forth in the Buyer SEC Documents (as defined below) filed by Buyer with the SEC on or before the date of the making of these representations, Buyer hereby represents and warrants to Seller, as follows:

4.01         Existence and Good Standing. Each of Buyer and each Buyer Designee is a corporation, limited liability company, partnership or other entity duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and has all corporate power and authority required to carry on its business as now conducted and to own and operate its businesses as now owned and operated by it.  Neither Buyer nor any Buyer Designee is required to be qualified to conduct business in any jurisdiction other than such jurisdictions where the failure to be so qualified would not reasonably be expected to have a Buyer Material Adverse Effect.  Buyer has heretofore delivered (or made available in its reports or registration statements filed with the SEC) to Seller complete and correct copies of its memorandum of association and bye-laws (the “Bye-Laws”) as currently in effect.

4.02         Authorization and Enforceability. The execution, delivery and performance by Buyer and each Buyer Designee of this Agreement and the other Acquisition Documents, and the consummation of the transactions contemplated hereby and thereby, including the issuance of the Stock Consideration to Seller, are within Buyer’s or Buyer Designee’s, as applicable, corporate powers and have been duly authorized by all necessary corporate action on its part.  No vote of Buyer’s stockholders is required in connection with this Agreement or any issuance of the Stock Consideration hereunder.  This Agreement has been and, when executed at the Closing, the other Acquisition Documents to which it is a party will have been, duly and validly executed by Buyer and/or one or more Buyer Designees, and, assuming the due execution and delivery of this Agreement and the other Acquisition Documents by Seller, will constitute the legal, valid and binding agreements of Buyer and each such Buyer Designee, enforceable against Buyer and each such Buyer Designee in accordance with their respective terms, subject to any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws now or hereafter in effect relating to creditors’ rights generally or to general principles of equity.

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4.03         Governmental or Other Authorization. Other than notification pursuant to the HSR Act and applications or other submissions or filings under similar merger notification laws or regulations of foreign Governmental Authorities, the execution, delivery and performance by Buyer and each Buyer Designee of this Agreement and the other Acquisition Documents to which it is a party, and the consummation by it of the transactions contemplated hereby and thereby, including the issuance of the Stock Consideration to Seller, require no Governmental Approval from any Governmental Authority or any consent, waiver or approval of any other Person (such required consents and approvals, the “Buyer Approvals”).