The Company has the requisite power and authority to enter into and to consummate the transactions contemplated by this Agreement, including, without limitation, the issuance of the Shares to the Purchaser, and otherwise to carry out its obligations hereunder. The consummation by the Company of the transactions contemplated by this Agreement, including, without limitation, the issuance of the Shares to the Purchaser, have been duly authorized by all necessary action on the part of the Company.