The issuance and sale of the Shares have been duly authorized by the Company and the Shares, when issued, delivered and paid for in the manner set forth in this Agreement, will be validly issued, fully paid and nonassessable, and will conform in all material respects to the description thereof set forth in the 2013 Registration Statement.  No preemptive rights, commitments, rights of first offer or refusal, anti-dilution rights, rights of participation or any other rights to subscribe for or purchase any shares of Common Stock of the Company exist with respect to the issuance and sale of the Shares by the Company pursuant to this Agreement or the issuance of the Warrant. No further approval or authority of the Company’s stockholders or the Board of Directors of the Company (the “ Board ”) will be required for the issuance and sale of the Shares to be sold by the Company as contemplated herein or the issuance of the Warrant .