Common use of Securities Sold Pursuant to this Agreement Clause in Contracts

Securities Sold Pursuant to this Agreement. The Shares have been duly authorized and, when issued and paid for in accordance with the terms of this 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 Shares 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 Shares has been duly and validly taken. When issued and paid for in accordance with the terms of this Agreement and the Underwriters' Purchase Option, the Underwriters' Securities will constitute a valid and binding obligation of the Company to issue and sell, upon exercise thereof and payment of the exercise price therefor, the number of Underwriter Shares called for thereby and the Underwriters' Purchase Option, will be enforceable against the Company in accordance with its terms, except (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally, (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws, and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Securities Sold Pursuant to this Agreement. The Shares Securities have been duly authorized and, when issued and paid for in accordance with the terms of this Agreementfor, 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 Shares Securities 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 Shares Securities has been duly and validly taken. The Securities conform in all material respects to all statements with respect thereto contained in the Registration Statement. When issued and paid for in accordance with the terms of this Agreement and the Underwriters' Purchase Optionissued, the Underwriters' Securities Warrants will constitute a valid and binding obligation obligations of the Company to issue and sell, upon exercise thereof and payment of the respective exercise price prices therefor, the number and type of Underwriter Shares securities of the Company called for thereby in accordance with the terms thereof and the Underwriters' Purchase Option, will be such Warrants are enforceable against the Company in accordance with its their respective terms, except (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally, (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws, and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Securities Sold Pursuant to this Agreement. The Shares Securities have been duly authorized and, when issued and paid for in accordance with the terms of this Agreementfor, 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 Shares Securities 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 Shares Securities has been duly and validly taken. When issued and paid for in accordance with the terms of this Agreement and the Underwriters' Purchase Optionissued, the Underwriters' Securities Representative's Warrant will constitute a valid and binding obligation of the Company to issue and sell, upon exercise thereof and payment of the exercise price therefor, the number and type of Underwriter Shares securities of the Company called for thereby and the Underwriters' Purchase Option, Representative's Warrant will be enforceable against the Company in accordance with its terms, except (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally, (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws, and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Securities Sold Pursuant to this Agreement. The Shares have been duly authorized and, when issued and paid for in accordance with the terms of pursuant to this Agreement, will be validly issued, fully paid and non-assessable; the holders thereof have no rights of rescission with respect thereto, and are not and will not be subject to personal liability by reason of being such holders; the Shares 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 Shares has been duly and validly taken. The Shares conform in all material respects to all statements in relation thereto contained in the Registration Statement and the Prospectus. When issued and paid for in accordance with the terms of this Agreement and issued, the Underwriters' Purchase Option, the Underwriters' Securities Option will constitute a valid and binding obligation of the Company to issue and sell, upon exercise thereof and payment of the exercise price therefor, the number and type of Underwriter Shares securities of the Company called for thereby and the Underwriters' Purchase Option, will be enforceable against the Company in accordance with its terms, except (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally, (ii) as enforceability of any indemnification or contribution provision may be limited under the United States federal and state securities laws ("U.S. Laws") or Italian laws, and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Securities Sold Pursuant to this Agreement. The Shares Securities have been duly authorized and, when issued and paid for in accordance with the terms of this Agreementfor, 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 Shares Securities 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 Shares Securities has been duly and validly taken. When issued and paid for in accordance with the terms of this Agreement and issued, the Underwriters' Purchase Option, the Underwriters' Securities Warrants and the Warrants will constitute a valid and binding obligation obligations of the Company to issue and sell, upon exercise thereof and payment of the exercise price therefor, the number and type of Underwriter Shares securities of the Company called for thereby and the Underwriters' Purchase Option, the Underwriters' Warrants and the Warrants will be enforceable against the Company in accordance with its their respective terms, except (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally, (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws, and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Securities Sold Pursuant to this Agreement. The Shares Securities have been duly authorized and, when issued and paid for in accordance with the terms of this Agreementfor, 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 Shares Securities 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 Shares Securities has been duly and validly taken. When issued and paid for in accordance with the terms of this Agreement and the Underwriters' Purchase Optionissued, the Underwriters' Securities Underwriter's Warrant will constitute a valid and binding obligation of the Company to issue and sell, upon exercise thereof and payment of the exercise price therefor, the number and type of Underwriter Shares securities of the Company called for thereby and the Underwriters' Purchase Option, Underwriter's Warrant will be enforceable against the Company in accordance with its terms, except (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally, (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws, and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Securities Sold Pursuant to this Agreement. The Shares Securities have been duly authorized and, when issued and paid for in accordance with the terms of this Agreementfor, 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 Shares Securities 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 Shares Securities has been duly and validly taken. The Securities conform in all material respects to all statements with respect thereto contained in the Registration Statement. When issued and paid for in accordance with the terms of this Agreement and the Underwriters' Purchase Optionissued, the Underwriters' Securities Warrants will constitute a valid and binding obligation obligations of the Company to issue and sell, upon exercise thereof and payment of the exercise price therefor, the number and type of Underwriter Shares securities of the Company called for thereby in accordance with the terms thereof and the Underwriters' Purchase Option, will be Warrants are enforceable against the Company in accordance with its their respective terms, except (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors' ’ rights generally, (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws, and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Securities Sold Pursuant to this Agreement. The Shares Securities have been duly authorized and, when issued and paid for in accordance with the terms of this Agreementfor, 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 Shares Securities 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 Shares Securities has been duly and validly taken. The Securities conform in all material respects to all statements with respect thereto contained in the Registration Statement. When issued and paid for in accordance with issued, the terms of this Agreement and the Underwriters' Representative's Purchase Option, the Underwriters' Securities Representative's Warrants and the Warrants will constitute a valid and binding obligation obligations of the Company to issue and sell, upon exercise thereof and payment of the respective exercise price prices therefor, the number and type of Underwriter Shares securities of the Company called for thereby in accordance with the terms thereof and the Underwriters' such Representative's Purchase Option, will be the Representative's Warrants and the Warrants are enforceable against the Company in accordance with its their respective terms, except (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally, (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws, and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Securities Sold Pursuant to this Agreement. The Shares shares of Common Stock included in the Securities have been duly authorized and, when issued and paid for in accordance with the terms of this Agreementfor, 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 Shares Securities 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 . The Securities conform in all corporate action required material respects to be taken for all statements with respect thereto contained in the authorization, issuance and sale of the Shares has been duly and validly takenRegistration Statement. When issued and paid for in accordance with issued, the terms of this Agreement and the Underwriters' Representative’s Purchase Option, the Underwriters' Securities Representative’s Warrants and the Warrants will constitute a valid and binding obligation obligations of the Company to issue and sell, upon exercise thereof and payment of the respective exercise price prices therefor, the number and type of Underwriter Shares securities of the Company called for thereby in accordance with the terms thereof and the Underwriters' such Representative’s Purchase Option, the Representative’s Warrants and the Warrants will be enforceable against the Company in accordance with its their respective terms, except except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors' ’ rights generally, ; (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws, ; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Securities Sold Pursuant to this Agreement. The Shares Securities have been duly authorized and, when issued and paid for in accordance with the terms of this Agreementfor, 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 Shares Securities 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 Shares Securities has been duly and validly taken. The Securities conform in all material respects to all statements with respect thereto contained in the Registration Statement. When issued and paid for in accordance with the terms of this Agreement and the Underwriters' Purchase Optionissued, the Underwriters' Securities Warrants will constitute a valid and binding obligation obligations of the Company to issue and sell, upon exercise thereof and payment of the respective exercise price prices therefor, the number and type of Underwriter Shares securities of the Company called for thereby in accordance with the terms thereof and the Underwriters' Purchase Option, will be such Warrants are enforceable against the Company in accordance with its their respective terms, except (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors' ’ rights generally, (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws, and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Securities Sold Pursuant to this Agreement. The Shares Securities have been duly authorized and, when issued and paid for in accordance with the terms of this Agreementfor, 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 Shares Securities 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 Shares Securities has been duly and validly taken. The Securities conform in all material respects to all statements with respect thereto contained in the Registration Statement. When issued and paid for in accordance with the terms of this Agreement and the Underwriters' Purchase Optionissued, the Underwriters' Securities Warrants will constitute a valid and binding obligation obligations of the Company to issue and sell, upon exercise thereof and payment of the exercise price prices therefor, the number and type of Underwriter Shares securities of the Company called for thereby in accordance with the terms thereof and the Underwriters' Purchase Option, will be such Warrants are enforceable against the Company in accordance with its their respective terms, except except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally, ; (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws, ; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Securities Sold Pursuant to this Agreement. The Shares Securities have been duly authorized and, when issued and paid for in accordance with the terms of this Agreementfor, 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 Shares Securities 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 Shares Securities has been duly and validly taken. The Securities conform in all material respects to all statements with respect thereto contained in the Registration Statement. When issued and paid for in accordance with issued, the terms of this Agreement Shares and the Underwriters' Purchase Option, the Underwriters' Securities Option Shares will constitute a valid and binding obligation obligations of the Company to issue and sell, upon exercise thereof and payment of the respective exercise price thereforprices therefore, the number and type of Underwriter Shares securities of the Company called for thereby in accordance with the terms thereof and the Underwriters' Purchase Option, will be such Shares and Option Shares are enforceable against the Company in accordance with its their respective terms, except except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors' ’ rights generally, ; (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws, ; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor therefore may be brought.

Securities Sold Pursuant to this Agreement. The Shares Public Securities have been duly authorized and, when issued and paid for in accordance with the terms of this Agreementfor, 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 Shares Public Securities 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 Shares Public Securities has been duly and validly taken. The Public Securities conform in all material respects to all statements with respect thereto contained in the Registration Statement. When issued and paid for in accordance with the terms of this Agreement and the Underwriters' Purchase Optionissued, the Underwriters' Securities Warrants will constitute a valid and binding obligation obligations of the Company to issue and sell, upon exercise thereof and payment of the respective exercise price prices therefor, the number and type of Underwriter Shares securities of the Company called for thereby in accordance with the terms thereof and the Underwriters' Purchase Option, will be such Warrants are enforceable against the Company in accordance with its their respective terms, except (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors' ’ rights generally, ; (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws, ; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Securities Sold Pursuant to this Agreement. The Shares Securities ------------------------------------------ have been duly authorized and, when issued and paid for in accordance with the terms of this Agreementfor, 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 Shares Securities 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 Shares Securities has been duly and validly taken. When issued and paid for in accordance with issued, the terms of this Agreement and the Underwriters' Representative's Purchase Option, the Underwriters' Securities Representative's Warrants and the Warrants will constitute a valid and binding obligation obligations of the Company to issue and sell, upon exercise thereof and payment of the exercise price therefor, the number and type of Underwriter Shares securities of the Company called for thereby and the Underwriters' Representative's Purchase Option, the Representative's Warrants and the Warrants will be enforceable against the Company in accordance with its their respective terms, except (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally, (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws, and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Securities Sold Pursuant to this Agreement. The Shares Securities have been duly authorized and, when issued and paid for in accordance with the terms of this Agreementfor, 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 Shares Securities 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 actions required to be taken for the authorization, issuance and sale of the Shares has Securities have been duly and validly taken. When issued and paid for in accordance with the terms of this Agreement and the Underwriters' Purchase Optionissued, the Underwriters' Securities Underwriter's Warrants will constitute a valid and binding obligation obligations of the Company to issue and sell, upon exercise thereof and payment of the exercise price therefor, the number of Underwriter Shares shares of common stock of the Company called for thereby and the Underwriters' Underwriter's Purchase OptionOptions, will be the Underwriter's Warrants and the Warrants are enforceable against the Company in accordance with its their respective terms, except (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization reorganization, fraudulent conveyance, marshaling and/or similar laws, now or similar laws hereafter in effect affecting creditors' rights generallyand remedies and (including such as may deny giving effect to waivers of debtor's rights), (ii) as enforceability of any indemnification or contribution provision may be limited under the federal Federal and state securities State laws, and (iii) that the remedy of specific performance and injunctive injunction and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court courts before which any proceeding therefor may be broughtbrought (regardless of whether such enforceability is considered a proceeding in equity or in law).

Securities Sold Pursuant to this Agreement. The Shares Securities have been duly authorized and, when issued and paid for in accordance with the terms of this Agreementfor, 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 Shares Securities 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 Shares Securities has been duly and validly taken. When issued and paid for in accordance with issued, the terms of this Agreement and the Underwriters' Representative's Purchase Option, the Underwriters' Securities Representative's Warrants and the Warrants will constitute a valid and binding obligation obligations of the Company to issue and sell, upon exercise thereof and payment of the exercise price therefor, the number and type of Underwriter Shares securities of the Company called for thereby and the Underwriters' Representative's Purchase Option, the Representative's Warrants and the Warrants will be enforceable against the Company in accordance with its their respective terms, except (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally, (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws, and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Securities Sold Pursuant to this Agreement. The Shares Securities have been duly authorized and, when issued and paid for in accordance with the terms of this Agreementfor, 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 Shares Securities 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 actions required to be taken for the authorization, issuance and sale of the Shares has Securities have been duly and validly taken. When issued and paid for in accordance with the terms of this Agreement and the Underwriters' Purchase Optionissued, the Underwriters' Securities Underwriter's Warrants will constitute a valid and binding obligation obligations of the Company to issue and sell, upon exercise thereof and payment of the exercise price therefor, the number of Underwriter Shares shares of Common Stock of the Company called for thereby and the Underwriters' Underwriter's Purchase OptionOptions, will be the Underwriter's Warrants and the Warrants are enforceable against the Company in accordance with its their respective terms, except (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization reorganization, fraudulent conveyance, marshaling and/or similar laws, now or similar laws hereafter in effect affecting creditors' rights generallyand remedies (including such as may deny giving effect to waivers of debtor's rights), (ii) as enforceability of any indemnification or contribution provision may be limited under the federal Federal and state securities State laws, and (iii) that the remedy of specific performance and injunctive injunction and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court courts before which any proceeding therefor may be broughtbrought (regardless of whether such enforceability is considered a proceeding in equity or in law).

Securities Sold Pursuant to this Agreement. The Shares Securities have been duly authorized and, when issued and paid for in accordance with the terms of this Agreementfor, 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 Shares Securities 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 Shares Securities has been duly and validly taken. When issued and paid for in accordance with issued, the terms of this Agreement Purchase Option and the Underwriters' Purchase Option, the Underwriters' Securities Warrants will constitute a valid and binding obligation obligations of the Company to issue and sell, upon exercise thereof and payment of the exercise price therefor, the number and type of Underwriter Shares securities of the Company called for thereby and the Underwriters' Underwriter's Purchase Option, Option and the Warrants will be enforceable against the Company in accordance with its their respective terms, except (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally, (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws, and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Securities Sold Pursuant to this Agreement. The Shares Securities have been duly authorized and, when issued and paid for in accordance with the terms of this Agreementfor, 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 Shares Securities 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 Shares Securities has been duly and validly taken. The Securities conform in all material respects to all statements with respect thereto contained in the Registration Statement. When issued and paid for in accordance with issued, the terms of this Agreement Units, the Option Units and the Underwriters' Purchase Option, the Underwriters' Securities Warrants will constitute a valid and binding obligation obligations of the Company to issue and sell, upon exercise thereof and payment of the respective exercise price prices therefor, the number and type of Underwriter Shares securities of the Company called for thereby in accordance with the terms thereof and such Units, Option Units and the Underwriters' Purchase Option, will be Warrants are enforceable against the Company in accordance with its their respective terms, except except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors' ’ rights generally, ; (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws, ; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Securities Sold Pursuant to this Agreement. The Shares Securities have been duly authorized and, when issued and paid for in accordance with the terms of this 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 Shares Securities 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 Shares Securities has been duly and validly taken. When issued and paid for The Securities conform in accordance all material respects to all statements with respect thereto contained in the terms of this Agreement Registration Statement, the Preliminary Prospectus and the Underwriters' Prospectus. When issued, the Representative’s Purchase Option, the Underwriters' Securities Representative’s Warrants and the Warrants will constitute a valid and binding obligation obligations of the Company to issue and sell, upon exercise thereof and payment of the respective exercise price prices therefor, the number and type of Underwriter Shares securities of the Company called for thereby in accordance with the terms thereof and the Underwriters' such Representative’s Purchase Option, will be the Representative’s Warrants and the Warrants are enforceable against the Company in accordance with its their respective terms, except (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors' ’ rights generally, (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws, and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Securities Sold Pursuant to this Agreement. The Shares Securities have been duly authorized and, when issued and paid for in accordance with the terms of this Agreementfor, 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 Shares Securities 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 Shares Securities has been duly and validly taken. When issued and paid for in accordance with the terms of this Agreement and issued, the Underwriters' Purchase Option, the Underwriters' Securities Warrants and the Warrants will constitute a valid and binding obligation obligations of the Company to issue and sell, upon exercise thereof and payment of the exercise price therefor, the number and type of Underwriter Shares securities of the Company called for thereby and the Underwriters' Purchase Option, will be the Underwriters' Warrants and the Warrants are enforceable against the Company in accordance with its their respective terms, except (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally, (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws, and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Securities Sold Pursuant to this Agreement. The Shares Securities have been duly authorized and, when issued and paid for in accordance with the terms of this 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 Shares Securities 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 Shares Securities has been duly and validly taken. When issued and paid for The Securities conform in accordance all material respects to all statements with respect thereto contained in the terms of this Agreement Registration Statement, the Preliminary Prospectus and the Underwriters' Prospectus. When issued, the Representative's Purchase Option, the Underwriters' Securities Representative's Warrants and the Warrants will constitute a valid and binding obligation obligations of the Company to issue and sell, upon exercise thereof and payment of the respective exercise price prices therefor, the number and type of Underwriter Shares securities of the Company called for thereby in accordance with the terms thereof and the Underwriters' such Representative's Purchase Option, will be the Representative's Warrants and the Warrants are enforceable against the Company in accordance with its their respective terms, except (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally, (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws, and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Securities Sold Pursuant to this Agreement. The Shares Securities have been duly authorized and, when issued and paid for in accordance with the terms of this Agreementfor, 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 Shares Securities 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 Shares Securities has been duly and validly taken. When issued and paid for in accordance with issued, the terms of this Agreement and the Underwriters' Underwriter's Purchase Option, the Underwriters' Securities Underwriter's Warrants and the Warrants will constitute a valid and binding obligation obligations of the Company to issue and sell, upon exercise thereof and payment of the exercise price therefor, the number and type of Underwriter Shares securities of the Company called for thereby and the Underwriters' Underwriter's Purchase Option, the Underwriter's Warrants and the Warrants will be enforceable against the Company in accordance with its their respective terms, except (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally, (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws, and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.