Common use of Conditions of the Agents’ Obligations Clause in Contracts

Conditions of the Agents’ Obligations. The Agent's obligation to effect the transactions contemplated by this Agreement shall be subject to the continuing accuracy throughout the Offering Period of the representations, warranties and agreements of the Company, the performance by the Company of all of its obligations under this Agreement, and the following further terms and conditions: (a) The Agent shall have received on any Closing Date hereunder the opinion of Drew Field, counsel for the Company, dated as of such Closinx Xxxx. Xxch opinion may be given subject to the January 1, 1992 edition of the Interpretive Standards applicable to Legal Opinions to Third Parties in Corporate Transactions adopted by the Legal Opinion Committee of the Corporate and Banking Law Section of the State Bar of Georgia (the "Interpretive Standards"), and shall be substantially to the effect that: (i) the Company is a corporation duly organized, validly existing and in good standing, under the laws of the State of Florida. (ii) the Shares to be sold by the Company have been duly authorized and will be, upon issuance and delivery against payment therefor in accordance with the terms of this Agreement, validly issued, fully paid and non-assessable and will not be subject to any preemptive or other rights to subscribe for or purchase Shares pursuant to the organizational documents of the Company or, to the best of such counsel's knowledge, otherwise. (iii) the Company's authorized shares consist of 25,000,000 shares of common stock, $.001 par value, of which 10,798,699 shares are outstanding. The outstanding shares of the Company's stock have been duly authorized and validly issued, were not issued in violation of any statutory preemptive rights of shareholders, and are fully paid and nonassessable. Except as described in the Registration Statement, there are no options, subscriptions, warrants, calls, rights or commitments obligating the Company to issue equity securities or acquire its equity securities. (iv) the amounts, terms and designations of the capital stock of the Company conform as to legal matters in all material respects to the description thereof contained in the Registration Statement under the caption "Description of Capital Stock". (v) this Agreement has been duly authorized, executed and delivered by the Company and, when so executed and delivered, constitutes the legal, valid and binding obligation of the Company, enforceable against the Company. (vi) the execution and delivery by Company of this Agreement do not, and if Company were now to perform its obligation under this Agreement such performance would not, result in any: (1) violation of Company's articles or incorporation or bylaws; (2) violation of any existing federal or state constitution, statute, regulation, rule, order, or law to which Company or its assets are subject; (3) breach of or default under any Material Agreements;

Conditions of the Agents’ Obligations. The Agent's obligation to effect the transactions contemplated by this Agreement shall be subject to the continuing accuracy throughout the Offering Period of the representations, warranties and agreements of the Company, the performance by the Company of all of its obligations under this Agreement, and the following further terms and conditions: (a) The Agent shall have received on any Closing Date hereunder the opinion of Drew FieldNelson Mullins Riley & Scarborough XXX, counsel for xxxxxxx xxr the Company, dated as of such Closinx XxxxClosing Date. Xxch Such opinion may be given subject to the January 1, 1992 edition of the Interpretive Standards applicable to Legal Opinions to Third Parties in Corporate Transactions adopted by the Legal Opinion Committee of the Corporate and Banking Law Section of the State Bar of Georgia (the "Interpretive Standards"), and shall be substantially to the effect that: (i) the Company is a corporation duly organized, validly existing and in good standing, under the laws of the State of FloridaGeorgia. (ii) the Shares Units to be sold by the Company have been duly authorized and will be, upon issuance and delivery against payment therefor in accordance with the terms of this Agreement, validly issued, fully paid and non-assessable and will not be subject to any preemptive or other rights to subscribe for or purchase Shares Units pursuant to the organizational documents of the Company or, to the best of such counsel's knowledge, otherwise. (iii) the Company's authorized shares consist of 25,000,000 10,000,000 shares of common stock, $.001 .01 par value, of which 10,798,699 1,469,250 shares are outstanding and 10,000,000shares of preferred stock, of which no shares are outstanding. The outstanding shares of the Company's stock have been duly authorized and validly issued, were not issued in violation of any statutory preemptive rights of shareholders, and are fully paid and nonassessable. Except as described in the Registration StatementPrivate Placement Memorandum, there are no options, subscriptions, warrants, calls, rights or commitments obligating the Company to issue equity securities or acquire its equity securities. (iv) the amounts, terms and designations of the capital stock of the Company conform as to legal matters in all material respects to the description thereof contained in the Registration Statement Private Placement Memorandum under the caption "Description of Capital Stock". (v) this Agreement has been duly authorized, executed and delivered by the Company and, when so executed and delivered, constitutes the legal, valid and binding obligation of the Company, enforceable against the Company. (vi) the execution and delivery by Company of this Agreement do not, and if Company were now to perform its obligation under this Agreement such performance would not, result in any: (1) violation of Company's articles or incorporation or bylaws; (2) violation of any existing federal or state constitution, statute, regulation, rule, order, or law to which Company or its assets are subject; (3) breach of or default under any Material Agreements;

Conditions of the Agents’ Obligations. The Agent's obligation to effect the transactions contemplated by this Agreement shall be subject to the continuing accuracy throughout the Offering Period of the representations, warranties and agreements of the Company, the performance by the Company of all of its obligations under this Agreement, and the following further terms and conditions: (a) The Agent shall have received on any Closing Date hereunder the opinion of Drew Field, counsel for the Company, dated as of such Closinx Cloxxxx Xxxx. Xxch Such opinion may be given subject to the January 1, 1992 edition of the Interpretive Standards applicable to Legal Opinions to Third Parties in Corporate Transactions adopted by the Legal Opinion Committee of the Corporate and Banking Law Section of the State Bar of Georgia (the "Interpretive Standards"), and shall be substantially to the effect that: (i) the Company is a corporation duly organized, validly existing and in good standing, under the laws of the State of Florida. (ii) the Shares to be sold by the Company have been duly authorized and will be, upon issuance and delivery against payment therefor in accordance with the terms of this Agreement, validly issued, fully paid and non-assessable and will not be subject to any preemptive or other rights to subscribe for or purchase Shares pursuant to the organizational documents of the Company or, to the best of such counsel's knowledge, otherwise. (iii) the Company's authorized shares consist of 25,000,000 shares of common stock, $.001 par value, of which 10,798,699 shares are outstanding. The outstanding shares of the Company's stock have been duly authorized and validly issued, were not issued in violation of any statutory preemptive rights of shareholders, and are fully paid and nonassessable. Except as described in the Registration Statement, there are no options, subscriptions, warrants, calls, rights or commitments obligating the Company to issue equity securities or acquire its equity securities. (iv) the amounts, terms and designations of the capital stock of the Company conform as to legal matters in all material respects to the description thereof contained in the Registration Statement under the caption "Description of Capital Stock". (v) this Agreement has been duly authorized, executed and delivered by the Company and, when so executed and delivered, constitutes the legal, valid and binding obligation of the Company, enforceable against the Company. (vi) the execution and delivery by Company of this Agreement do not, and if Company were now to perform its obligation under this Agreement such performance would not, result in any: (1) violation of Company's articles or incorporation or bylaws; (2) violation of any existing federal or state constitution, statute, regulation, rule, order, or law to which Company or its assets are subject; (3) breach of or default under any Material Agreements;

Conditions of the Agents’ Obligations. The Agent's obligation to effect the transactions contemplated by this Agreement shall be subject to the continuing accuracy throughout the Offering Period of the representations, warranties and agreements of the Company, the performance by the Company of all of its obligations under this Agreement, and the following further terms and conditions: (a) The Agent shall have received on any Closing Date hereunder the opinion of Drew FieldNelson Mullins Riley & Scarborough LLP, counsel for the Companycounsxx xxx xxx Xxxxxxx, dated as of such Closinx XxxxClosing Date. Xxch Such opinion may be given subject to the January 1, 1992 edition of the Interpretive Standards applicable to Legal Opinions Opinion to Third Parties in Corporate Transactions adopted by the Legal Opinion Committee of the Corporate and Banking Law Section of the State Bar of Georgia (the "Interpretive Standards"), and shall be substantially to the effect that:; (i) the Company is a corporation duly organized, validly existing and in good standing, under the laws of the State of FloridaGeorgia. (ii) the Shares Units to be sold by the Company have been duly authorized and will be, upon issuance and delivery against payment therefor in accordance with the terms of this Agreement, validly issued, fully paid and non-assessable and will not be subject to any preemptive or other rights to subscribe for or purchase Shares Units pursuant to the organizational documents of the Company or, to the best of such counsel's knowledge, otherwise. (iii) the Company's authorized shares consist of 25,000,000 10,000,000 shares of common stock, $.001 .01 par value, of which 10,798,699 1,469,250 shares are outstanding and 10,000,000 shares of preferred stock, of which 2,000,000 shares are outstanding. The outstanding shares of the Company's stock have been duly authorized and validly issued, were not issued in violation of any statutory preemptive rights of shareholders, and are fully paid and nonassessable. Except as described in the Registration StatementPrivate Placement Memorandum, there are no options, subscriptions, warrants, calls, rights or commitments obligating the Company to issue equity securities or acquire its equity securities. (iv) the amounts, terms and designations of the capital stock of the Company conform as to legal matters in all material respects to the description thereof contained in the Registration Statement Private Placement Memorandum under the caption "Description of Capital Stock". (v) this Agreement has been duly authorized, executed and delivered by the Company and, when so executed and delivered, constitutes the legal, valid and binding obligation of the Company, enforceable against the Company. (vi) the execution and delivery by Company of this Agreement do not, and if Company were now to perform its obligation under this Agreement such performance would not, result in any: (1) violation of Company's articles or incorporation or bylaws; (2) violation of any existing federal or state constitution, statute, regulation, rule, order, or law to which Company or its assets are subject; (3) breach of or default under any Material Agreements;