No authorization, approval or consent of, or filing with, any court, governmental body, regulatory agency, self-regulatory organization, or stock exchange or market or the stockholders of the Company is required to be obtained or made by the Company for (i) the execution, delivery and performance by the Company of the Agreement; (ii) the issuance and sale of the Shares as contemplated herein, and (iii) the performance by the Company of its other obligations under the Agreement, other than (a) as may be required under applicable State Acts or “blue sky” laws, and (b) filing of one or more Forms D with respect to the Shares as required under Regulation D.