The execution, delivery and performance by the Company of the Transaction Documents and the offer, issuance and sale of the Shares require no consent of, action by or in respect of, or filing with, any Person, governmental body, agency, or official other than filings that have been made pursuant to applicable state securities laws and Nasdaq listing requirements, post-sale filings pursuant to applicable state and federal securities laws which the Company undertakes to file within the applicable time periods and those where the failure to obtain such consent, take such action or make such filing would not reasonably be expected to result in a Material Adverse Effect.