The Company has the requisite corporate power and authority and has taken all requisite corporate action necessary for, and no further action on the part of the Company, its officers, directors and stockholders is necessary for, (i) the authorization, execution and delivery of the Transaction Documents, (ii) the authorization of the performance of all obligations of the Company hereunder or thereunder, and (iii) the authorization, issuance (or reservation for issuance) and delivery of the Closing Securities and Common Warrant Shares. The Board has determined, at a duly convened meeting or pursuant to a unanimous written consent, that the issuance and sale of the Closing Securities, and the consummation of the transactions contemplated this Agreement and the other Transaction Documents (including, without limitation, the issuance of the Common Warrant Shares), are in the best interest of the Company.