All corporate action on the part of the Company, its officers, directors and stockholders necessary for the authorization, execution and delivery of this Agreement and the performance of all obligations of the Company hereunder and thereunder, and the authorization (or reservation for issuance), the Exchange, and the issuance of the Exchange Shares, the Remaining Warrant and the Remaining Warrant Shares (collectively, the “ Securities ”) have been taken on or prior to the date hereof.