Common use of Legality of Securities Clause in Contracts

Legality of Securities. The Shares, the Warrants, the Representative's Options, and the Common Stock and Representative's Warrants issuable upon the exercise of the Representative's Options have been duly and validly authorized and, when issued and delivered against payment therefor as provided in this Agreement, will be validly issued, fully paid and nonassessable. There are no preemptive rights or other rights to subscribe for or to purchase, or any restriction upon the voting or transfer of, any shares of Common Stock pursuant to the Company's articles of incorporation, by-laws or other governing documents or any agreement or other instrument to which the Company or any of its Subsidiaries is a party or by which any of them may be bound. Neither the filing of the Registration Statement nor the offering or sale of the Securities as contemplated by this Agreement gives rise to any rights, other than those which have been waived or satisfied, for or relating to the registration of any shares of Common Stock. All of the outstanding shares of capital stock of each Subsidiary of the Company are owned directly or indirectly by the Company, free and clear of any claim, lien, encumbrance or security interest. The Warrants and the Representative's Options, when sold and delivered, will constitute valid and binding obligations of the Company enforceable in accordance with the terms thereof. A sufficient number of shares of Common Stock of the Company has been reserved for issuance upon exercise of the Warrants, the Representative's Options and the Representative's Warrants.

Legality of Securities. The Securities, the Warrant Shares, the Warrants, and the Representative's Options, and the Common Stock and Representative's Warrants issuable upon the exercise of the Representative's Options Warrant (described in Section 3.04 hereof) have been duly and validly authorized and, when issued and delivered against payment therefor as provided in this Agreement, will be validly issued, fully paid and nonassessable. There are no The Securities, the Warrant Shares, and the Representative's Warrant, upon issuance, will not be subject to the preemptive rights or other rights to subscribe for or to purchase, or of any restriction upon the voting or transfer of, any shares shareholders of Common Stock pursuant to the Company's articles of incorporation, by-laws or other governing documents or any agreement or other instrument to which the Company or any of its Subsidiaries is a party or by which any of them may be bound. Neither the filing of the Registration Statement nor the offering or sale of the Securities as contemplated by this Agreement gives rise to any rights, other than those which have been waived or satisfied, for or relating to the registration of any shares of Common Stock. All of the outstanding shares of capital stock of each Subsidiary of the Company are owned directly or indirectly by the Company, free and clear of any claim, lien, encumbrance or security interest. The Class A Warrants and the Representative's OptionsWarrant, when sold and delivered, will constitute valid and binding obligations of the Company enforceable in accordance with the terms thereoftheir terms. A sufficient number of shares of Common Stock of the Company has have been reserved for issuance upon exercise of the Warrants, the Representative's Options Class A Warrants and the Representative's WarrantsWarrant. The Securities, the Warrant Shares, and the Representative's Warrant will conform to all statements in the Registration Statement and Prospectus made with respect thereto. Upon delivery of and payment for the Securities and the Representative's Warrant to be sold by the Company as set forth in this Agreement, the persons paying therefor will receive good and marketable title thereto, free and clear of all liens, encumbrances, charges and claims. The Company will have on the effective date of the Registration Statement and at the time of delivery of the Securities and the Representative's Warrant full legal right and power and all authorizations and approvals required by law to sell and deliver the Securities and Representative's Warrant in the manner provided hereunder.

Legality of Securities. The Units, the Shares, the Warrants, the Representative's OptionsWarrant Shares, the Underwriter’s Warrants (as defined below), and the Common Stock and Representative's Warrants issuable upon the shares of common stock reserved against exercise of the Representative's Options Underwriter’s Warrants (the “Underwriter’s Warrant Shares”) have been duly and validly authorized and, when issued and delivered against payment therefor as provided in this AgreementAgreement and in the Final Prospectus, will be validly issued, fully paid and nonassessable. There are no preemptive rights or other rights to subscribe for or to purchase, or any restriction upon the voting or transfer of, any shares of Common Stock common stock pursuant to the Company's ’s articles of incorporation, by-laws or other governing documents or any agreement or other instrument to which the Company or any of its Subsidiaries is a party or by which any of them the Company may be bound. Neither the filing of the Registration Statement nor the offering or sale of the Securities Units as contemplated by this Agreement gives rise to any rights, other than those which have been waived or satisfied, for or relating to the registration of any shares of Common Stock. All of the outstanding shares of capital stock of each Subsidiary of the Company are owned directly or indirectly by the Company, free and clear of any claim, lien, encumbrance or security interestcommon stock. The Warrants and the Representative's OptionsUnderwriter’s Warrants, when sold and delivered, will constitute valid and binding obligations of the Company enforceable in accordance with the terms thereof. A sufficient number of shares of Common Stock common stock of the Company has have been reserved for issuance upon exercise of the Warrants, the Representative's Options and the Representative's Underwriter’s Warrants.

Legality of Securities. The Units, the Shares, the Warrants, the Representative's OptionsWarrant Shares, the Underwriters’ Warrants (as defined below), and the shares of Common Stock and Representative's Warrants issuable upon the reserved against exercise of the Representative's Options Underwriters’ Warrants (the “Underwriters’ Warrant Shares”) have been duly and validly authorized and, when issued and delivered against payment therefor as provided in this AgreementAgreement and in the Final Prospectus, will be validly issued, fully paid and nonassessable. There are no preemptive rights or other rights to subscribe for or to purchase, or any restriction upon the voting or transfer of, any shares of Common Stock pursuant to the Company's ’s articles of incorporation, by-laws or other governing documents or any agreement or other instrument to which the Company or any of its Subsidiaries is a party or by which any of them the Company may be bound. Neither the filing of the Registration Statement nor the offering or sale of the Securities Units as contemplated by this Agreement gives rise to any rights, other than those which have been waived or satisfied, for or relating to the registration of any shares of Common Stock. All of the outstanding shares of capital stock of each Subsidiary of the Company are owned directly or indirectly by the Company, free and clear of any claim, lien, encumbrance or security interest. The Warrants and the Representative's OptionsUnderwriters’ Warrants, when sold and delivered, will constitute valid and binding obligations of the Company enforceable in accordance with the terms thereof. A sufficient number of shares of Common Stock of the Company has have been reserved for issuance upon exercise of the Warrants, the Representative's Options and the Representative's Underwriters’ Warrants.