No consent, approval, authorization or order of, or filing, registration or qualification with, any Governmental Entity or other Person (or group of Persons) is required in connection with the execution, delivery or performance of this Agreement or the Warrants, except for such consents, approvals, authorizations or orders, the failure of which to make or obtain would not prevent, materially delay or materially impede the ability of the Warrant Holder to perform or comply with its obligations hereunder.