The Company has the requisite corporate power and authority to enter into, execute and deliver this Agreement and the Registration Rights Agreement (together, the “ Transaction Agreements ”), and to perform its obligations hereunder and thereunder and consummate the transactions contemplated hereby and thereby, including the issuance of the Investor Shares. The Company has taken all necessary corporate action required for the due authorization, execution, delivery and performance by it of this Agreement, including the issuance of the Investor Shares.