Common use of Private Units Clause in Contracts

Private Units. The Private Units, the shares of Common Stock and Warrants included within the Private Units and the shares of Common Stock underlying such Warrants, have been duly authorized and reserved for issuance and when issued and paid for in accordance with the Subscription Agreements and the Warrant Agreement, will be validly issued, fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability by reason of being such holders; the Private Units, the shares of Common Stock or Warrants included within the Private Units and the shares of Common Stock underlying such Warrants are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization, issuance and sale of the Private Units, the shares of Common Stock or Warrants included within the Private Units and the shares of Common Stock underlying such Warrants has been duly and validly taken. The Private Units conform in all material respects to the descriptions thereof contained in the Registration Statement, the Statutory Prospectus, and the Prospectus, as the case may be.