The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by this Agreement (which transactions, for the avoidance of doubt, include the Reverse Split, the Public Offering and the listing of the Common Stock on the NASDAQ Capital Market), and the other Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement and the other Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby (including the filing of the Certificate of Designations) have been duly authorized by all necessary action on the part of the Company, and no further action of the Company, its board of directors (the “ Board ”) or stockholders is required in connection herewith or therewith.