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 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 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, the Underwriters' Purchase Option will constitute a valid and binding obligation of the Company to issue and sell, upon exercise thereof and payment therefor, the number and type of securities of the Company called for thereby and 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 pursuant to this Agreementfor, 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 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 Shares Securities conform in all material respects to all statements in relation with respect thereto contained in the Registration Statement and the ProspectusStatement. When issued, the Underwriters' Representative's Purchase Option Option, the 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 prices therefor, the number and type of securities of the Company called for thereby in accordance with the terms thereof and will be such Representative's Purchase Option, 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 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 pursuant to this Agreementfor, 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 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 Shares Securities conform in all material respects to all statements in relation with respect thereto contained in the Registration Statement and the ProspectusStatement. When issued, the Underwriters' Purchase Option 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 securities of the Company called for thereby in accordance with the terms thereof and will be 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 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 pursuant to this Agreementfor, 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 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 Shares Securities conform in all material respects to all statements in relation with respect thereto contained in the Registration Statement and the ProspectusStatement. When issued, the Underwriters' Purchase Option 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 prices therefor, the number and type of securities of the Company called for thereby in accordance with the terms thereof and 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 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 pursuant to this Agreementfor, 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 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 Shares conform in all material respects to all statements in relation thereto contained in the Registration Statement and the Prospectus. When issued, the Underwriters' Purchase Option Underwriter's Warrant will constitute a valid and binding obligation of the Company to issue and sell, upon exercise thereof and payment therefor, the number and type of securities of the Company called for thereby and the 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 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 have been duly authorized and, when issued and paid for pursuant to in accordance with the terms of 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 When issued and paid for in all material respects to all statements in relation thereto contained in accordance with the Registration Statement terms of this Agreement and the Prospectus. When issuedUnderwriters' Purchase Option, the Underwriters' Purchase Option 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 and type of securities of the Company 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 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 shares of Common Stock included in the Securities have been duly authorized and, when issued and paid for pursuant to this Agreementfor, will be validly issued, fully paid and non-assessable; the holders thereof have no rights of rescission with respect thereto, and are not 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 has been duly and validly taken. The Shares Securities conform in all material respects to all statements in relation with respect thereto contained in the Registration Statement and the ProspectusStatement. When issued, the Underwriters' Representative’s Purchase Option Option, the 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 prices therefor, the number and type of securities of the Company called for thereby in accordance with the terms thereof and 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 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 pursuant to this Agreementfor, 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 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 Shares Securities conform in all material respects to all statements in relation with respect thereto contained in the Registration Statement and the ProspectusStatement. When issued, the Underwriters' Purchase Option 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 prices therefor, the number and type of securities of the Company called for thereby in accordance with the terms thereof and 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 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 pursuant to this Agreementfor, 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 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 Shares conform in all material respects to all statements in relation thereto contained in the Registration Statement and the Prospectus. When issued, the Underwriters' Purchase Option Representative's Warrant will constitute a valid and binding obligation of the Company to issue and sell, upon exercise thereof and payment therefor, the number and type of securities of the Company called for thereby and the 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 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 pursuant to this Agreementfor, 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 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 Shares conform in all material respects to all statements in relation thereto contained in the Registration Statement and the Prospectus. When issued, the Underwriters' Purchase Option Option, the Underwriters' Warrants and the Warrants will constitute a valid and binding obligation obligations of the Company to issue and sell, upon exercise thereof and payment therefor, the number and type of 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 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 pursuant to this Agreementfor, will be validly issued, fully paid and non-assessable; the holders thereof have no rights of rescission with respect thereto, and are not 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. The Shares conform in all material respects to all statements in relation thereto contained in the Registration Statement and the Prospectus. When issued, the Underwriters' Purchase Option Underwriter's Warrants will constitute a valid and binding obligation obligations of the Company to issue and sell, upon exercise thereof and payment therefor, the number and type of securities shares of Common Stock of the Company called for thereby and will be the Underwriter's Purchase Options, 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 United States federal Federal and state securities laws ("U.S. Laws") or Italian 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 pursuant to this Agreementfor, 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 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 Shares Securities conform in all material respects to all statements in relation with respect thereto contained in the Registration Statement and the ProspectusStatement. When issued, the Underwriters' Purchase Option Warrants will constitute a valid and binding obligation obligations of the Company to issue and sell, upon exercise thereof and payment of the exercise prices therefor, the number and type of securities of the Company called for thereby in accordance with the terms thereof and 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 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 pursuant to this Agreementfor, 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 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 Shares conform in all material respects to all statements in relation thereto contained in the Registration Statement and the Prospectus. When issued, the Underwriters' Representative's Purchase Option Option, the 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 therefor, the number and type of securities of the Company called for thereby and the 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 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 pursuant to this Agreementfor, 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 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 Shares conform in all material respects to all statements in relation thereto contained in the Registration Statement and the Prospectus. When issued, the Underwriters' Underwriter's Purchase Option Option, the 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 therefor, the number and type of securities of the Company called for thereby and the 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 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 pursuant to this Agreementfor, 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 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 Shares conform in all material respects to all statements in relation thereto contained in the Registration Statement and the Prospectus. When issued, the Underwriters' Purchase Option Option, the Underwriters' Warrants and the Warrants will constitute a valid and binding obligation obligations of the Company to issue and sell, upon exercise thereof and payment therefor, the number and type of securities of the Company called for thereby and will be the Underwriters' Purchase Option, 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 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 pursuant to in accordance with 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 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 Shares Securities conform in all material respects to all statements in relation with respect thereto contained in the Registration Statement Statement, the Preliminary Prospectus and the Prospectus. When issued, the Underwriters' Representative's Purchase Option Option, the 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 prices therefor, the number and type of securities of the Company called for thereby in accordance with the terms thereof and will be such Representative's Purchase Option, 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 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 pursuant to this Agreementfor, 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 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 Shares Securities conform in all material respects to all statements in relation with respect thereto contained in the Registration Statement and the ProspectusStatement. When issued, the Underwriters' Purchase Shares and the Option Shares will constitute a valid and binding obligation obligations of the Company to issue and sell, upon exercise thereof and payment thereforof the respective exercise prices therefore, the number and type of securities of the Company called for thereby in accordance with the terms thereof and 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 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 therefore may be brought.

Securities Sold Pursuant to this Agreement. The Shares Securities ------------------------------------------ have been duly authorized and, when issued and paid for pursuant to this Agreementfor, 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 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 Shares conform in all material respects to all statements in relation thereto contained in the Registration Statement and the Prospectus. When issued, the Underwriters' Representative's Purchase Option Option, the 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 therefor, the number and type of securities of the Company called for thereby and the 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 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 pursuant to this Agreementfor, 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 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 Shares conform in all material respects to all statements in relation thereto contained in the Registration Statement and the Prospectus. When issued, the Underwriters' Purchase Option and the Warrants will constitute a valid and binding obligation obligations of the Company to issue and sell, upon exercise thereof and payment therefor, the number and type of securities of the Company called for thereby and the Underwriter's Purchase 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 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 pursuant to this Agreementfor, 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 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 Shares Securities conform in all material respects to all statements in relation with respect thereto contained in the Registration Statement and the ProspectusStatement. When issued, the Underwriters' Purchase Units, the Option Units 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 prices therefor, the number and type of securities of the Company called for thereby in accordance with the terms thereof and will be such Units, Option Units and the 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 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 Public Securities have been duly authorized and, when issued and paid for pursuant to this Agreementfor, 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 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 Shares Public Securities conform in all material respects to all statements in relation with respect thereto contained in the Registration Statement and the ProspectusStatement. When issued, the Underwriters' Purchase Option 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 prices therefor, the number and type of securities of the Company called for thereby in accordance with the terms thereof and 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 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 pursuant to this Agreementfor, will be validly issued, fully paid and non-assessable; the holders thereof have no rights of rescission with respect thereto, and are not 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. The Shares conform in all material respects to all statements in relation thereto contained in the Registration Statement and the Prospectus. When issued, the Underwriters' Purchase Option Underwriter's Warrants will constitute a valid and binding obligation obligations of the Company to issue and sell, upon exercise thereof and payment therefor, the number and type of securities shares of common stock of the Company called for thereby and will be the Underwriter's Purchase Options, 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 United States federal Federal and state securities laws ("U.S. Laws") or Italian 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 pursuant to in accordance with 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 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 Shares Securities conform in all material respects to all statements in relation with respect thereto contained in the Registration Statement Statement, the Preliminary Prospectus and the Prospectus. When issued, the Underwriters' Representative’s Purchase Option Option, the 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 prices therefor, the number and type of securities of the Company called for thereby in accordance with the terms thereof and will be such Representative’s Purchase Option, 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 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.