Common use of Status of Securities Clause in Contracts

Status of Securities. As of the Closing, the shares of Series A Preferred Stock to be issued pursuant to this Agreement and the shares of Common Stock to be issued upon conversion of the Series A Preferred Stock will have been duly authorized by all necessary corporate action of the Company. When issued and sold against receipt of the consideration therefor as provided in this Agreement or the Series A Certificate, as applicable, the shares of Series A Preferred Stock will be validly issued, fully paid and nonassessable, will not be subject to preemptive rights of any other stockholder of the Company, free and clear of all Liens, except restrictions imposed by the Securities Act, any applicable state, foreign or other securities Laws, this Agreement, and Liens incurred by the Purchaser. Upon any conversion of any shares of Series A Preferred Stock into, or the redemption of any shares of Series A Preferred Stock in exchange for, shares of Common Stock pursuant to and in accordance with the terms and conditions of the Series A Certificate, the shares of Common Stock issued upon such conversion or redemption will be validly issued, fully paid and nonassessable, and will not be subject to preemptive rights of any other stockholder of the Company, and will effectively vest in the Purchaser good title to all such securities, free and clear of all Liens, except restrictions imposed by the Securities Act, any applicable state, foreign or other securities Laws, this Agreement, and Liens incurred by the Purchaser. The respective rights, preferences, privileges, and restrictions of the Series A Preferred Stock and the Common Stock are as stated in the Series A Certificate or the Company’s certificate of incorporation, respectively. As of the Closing, the shares of Common Stock to be issued upon any conversion or redemption of the Purchased Shares shall have been duly reserved for such issuance.

Status of Securities. As a result of the Closingapproval by the Board referred to in Section 3.03(a), the shares of Series A B Preferred Stock to be issued pursuant to this Agreement Agreement, and the shares of Company Common Stock to be issued upon conversion of the Series A B Preferred Stock will Stock, have been duly authorized and reserved for issuance by all necessary corporate action of the Companyaction. When issued and sold against receipt of the consideration therefor as provided in this Agreement or the Series A CertificateStatement With Respect to Shares, as applicable, the shares of Series A Preferred Stock will such securities shall be validly issued, fully paid and nonassessablenonassessable (whether or not the Subsequent Closing occurs), will not be subject to preemptive rights of any other stockholder of the Company, and will be free and clear of all Liens, except restrictions imposed by the Securities Act, the articles of incorporation and bylaws of the Company, Section 5.08 of this Agreement and any applicable statestate securities Laws and any Liens arising due to actions by or on behalf of the Investor, foreign or other securities Laws, this Agreement, and including Liens incurred contemplated by the PurchaserIssuer Agreement. Upon any conversion of any shares of Series A B Preferred Stock into, or the redemption of any shares of Series A Preferred Stock in exchange for, shares of into Company Common Stock pursuant to and in accordance with the terms and conditions of the Series A CertificateStatement With Respect to Shares, the shares of Company Common Stock issued upon such conversion or redemption will shall be validly issued, fully paid and nonassessable, and will not be subject to preemptive rights of any other stockholder of the Company, and will effectively vest in the Purchaser good title to all such securities, be free and clear of all Liensliens, except restrictions imposed by the Securities Act, the articles of incorporation and bylaws of the Company, Section 5.08 of this Agreement and any applicable statestate securities Laws and any Liens arising due to actions by or on behalf of the Investor, foreign or other securities Laws, this Agreement, and including Liens incurred contemplated by the PurchaserIssuer Agreement. The respective rights, preferences, privileges, and restrictions of the Series A B Preferred Stock and the Company Common Stock are as of the Initial Closing and Subsequent Closing, as applicable, will be as stated in the Series A Certificate or the Company’s certificate articles of incorporation, respectively. As incorporation and bylaws of the Closing, Company (including the shares of Common Stock Statement With Respect to be issued upon any conversion or redemption of the Purchased Shares shall have been duly reserved for such issuanceShares).

Status of Securities. As of the Closing, the The shares of Series A Preferred Stock to be issued pursuant to this Agreement Agreement, and the shares of Class A Common Stock or Series A-1 Preferred Stock to be issued upon conversion of the Series A A-1 Preferred Stock will or the Series A-2 Preferred Stock, respectively, have been duly authorized by all necessary corporate action of the Companyaction. When issued and sold against receipt of the consideration therefor as provided in this Agreement or the Series A A-1 Certificate or Series A-2 Certificate, as applicable, the shares of Series A Preferred Stock being purchased by the Initial Investors hereunder will be validly issued, fully paid and nonassessable, with no personal liability attaching to the ownership thereof, will not be subject to preemptive rights of any other stockholder of the Company, and will be free and clear of all Liens, except restrictions imposed by this Agreement, the Registration Rights Agreement, the Securities Act and any applicable state or foreign securities laws. Upon any conversion of any shares of Series A-1 Preferred Stock into Class A Common Stock pursuant to the Series A-1 Certificate, or, upon the receipt of the Requisite Stockholder Approval, the conversion of any shares of Series A-2 Preferred Stock into Series A-1 Preferred Stock pursuant to the Series A-2 Certificate, the shares of Class A Common Stock or Series A-1 Preferred Stock issued upon such conversion will be validly issued, fully paid and nonassessable, will not be subject to preemptive rights of any other stockholder of the Company, and will be free and clear of all Liens, except restrictions imposed by the Securities Act, any applicable state, foreign or other securities Laws, this Agreement, and Liens incurred by the Purchaser. Upon any conversion of any shares of Series A Preferred Stock into, or the redemption of any shares of Series A Preferred Stock in exchange for, shares of Common Stock pursuant to and in accordance with the terms and conditions of the Series A CertificateRegistration Rights Agreement, the shares of Common Stock issued upon such conversion or redemption will be validly issued, fully paid Securities Act and nonassessable, and will not be subject to preemptive rights of any other stockholder of the Company, and will effectively vest in the Purchaser good title to all such securities, free and clear of all Liens, except restrictions imposed by the Securities Act, any applicable state, state or foreign or other securities Laws, this Agreement, and Liens incurred by the Purchaserlaws. The respective rights, preferences, privileges, and restrictions of the Series A A-1 Preferred Stock, the Series A-2 Preferred Stock and the Common Stock are as stated in the Certificate of Incorporation (including the Series A A-1 Certificate or and the Company’s certificate of incorporation, respectivelySeries A-2 Certificate). As of the Closing, the The shares of Class A Common Stock to be issued upon any conversion or redemption of the Purchased Shares shall shares of Series A Preferred Stock into Class A Common Stock have been duly reserved for such issuance. The shares of Series A-1 Preferred Stock to be issued upon any conversion of shares of Series A-2 Preferred Stock into Series A-1 Preferred Stock have been duly reserved for such issuance.

Status of Securities. As The shares of Voting Common Stock and shares of Convertible Preferred Stock (upon filing of the Closing, the shares of Series A related Preferred Stock to be issued pursuant to this Agreement and Certificates of Designation with the shares of Common Stock to be issued upon conversion of the Series A Preferred Stock will Georgia Secretary) have been duly authorized by all necessary corporate action of the Companyaction. When issued and sold against receipt of the consideration therefor as provided in this Agreement or the Series A CertificateAgreement, as applicable, the such shares of Series A Voting Common Stock and Convertible Preferred Stock will be validly issued, fully paid and nonassessable, will not be subject the holders thereof to preemptive rights of any other stockholder of the Company, free and clear of all Liens, except restrictions imposed by the Securities Act, any applicable state, foreign or other securities Laws, this Agreement, and Liens incurred by the Purchaser. Upon any conversion of any shares of Series A Preferred Stock into, or the redemption of any shares of Series A Preferred Stock in exchange for, shares of Common Stock pursuant to and in accordance with the terms and conditions of the Series A Certificate, the shares of Common Stock issued upon such conversion or redemption will be validly issued, fully paid and nonassessable, personal liability and will not be subject to preemptive rights of any other stockholder of the Company, and will effectively vest in the Purchaser good title to all such securities, free and clear of all Liens, except restrictions imposed by the Securities Act, any applicable state, foreign or other securities Laws, this Agreement, and Liens incurred by the Purchaser. The respective rights, preferences, privileges, and restrictions shares of Non-Voting Common Stock issuable upon the conversion of the Series A G Convertible Preferred Stock will, upon receipt of the approval by the Company’s stockholders of the Stockholder Proposals and filing of the related Series G Preferred Stock Certificate of Designation with the Georgia Secretary, have been duly authorized by all necessary corporate action and when so issued upon such conversion or exercise will be validly issued, fully paid and nonassessable, will not subject the holders thereof to personal liability and will not be subject to preemptive rights of any other stockholder of the Company. The shares of Voting Common Stock issuable upon the conversion of each of the Series F Convertible Preferred Stock and Purchaser Non-Voting Shares will, upon receipt of the Common Stock are as stated in the Series A Certificate or approval by the Company’s certificate of incorporation, respectively. As stockholders of the Closing, the shares of Common Stock to be issued upon any conversion or redemption Stockholder Proposals and filing of the Purchased Shares shall related Preferred Stock Certificates of Designation to the Articles of Incorporation with the Georgia Secretary, have been duly reserved for authorized by all necessary corporate action and when so issued upon such issuanceconversion or exercise will be validly issued, fully paid and nonassessable, will not subject the holders thereof to personal liability and will not be subject to preemptive rights of any other stockholder of the Company. When issued in accordance with Section 4.7(j), the Indemnity Shares will be duly authorized by all necessary corporate action and will be validly issued, fully paid and non-assessable, will not subject the holders thereof to personal liability and will not be subject to preemptive rights of any other stockholder of the Company.

Status of Securities. As of the Closing, the The shares of Series A Preferred Stock to be issued pursuant to this Agreement Agreement, and the shares of Common Stock to be issued upon conversion of the such Preferred Stock, and any shares of Series A B-1 Preferred Stock will to be issued upon conversion of shares of Series B-2 Preferred Stock into shares of Series B-1 Preferred Stock, have been duly authorized by all necessary corporate action of the Companyaction. When issued and sold against receipt of the consideration therefor as provided in this Agreement or the Series A CertificateAgreement, as applicable, the such shares of Series A Preferred Stock will be validly issued, fully paid and nonassessable, will not be subject the holders thereof to preemptive rights of any other stockholder of the Companypersonal liability, free and clear of all Liens, except restrictions imposed by the Securities Act, any applicable state, foreign or other securities Laws, this Agreement, and Liens incurred by the Purchaser. Upon any conversion of any shares of Series A Preferred Stock into, or the redemption of any shares of Series A Preferred Stock in exchange for, shares of Common Stock pursuant to and in accordance with the terms and conditions of the Series A Certificate, the shares of Common Stock issued upon such conversion or redemption will be validly issued, fully paid and nonassessable, and will not be subject to preemptive rights of any other stockholder of the Company, and will effectively vest in have the Purchaser good title terms and conditions and entitle the holders thereof to all the rights set forth therein. Upon any conversion of any shares of Preferred Stock into Common Stock pursuant to the Preferred Stock Certificates of Designations, the shares of Common Stock issued upon such securitiesconversion will be validly issued, free fully paid and clear nonassessable, will not subject the holder thereof to personal liability and will not be subject to preemptive rights of all Liensany other stockholder of the Company. Upon any conversion of any shares of Series B-2 Preferred Stock into shares of Series B-1 Preferred Stock pursuant to the Series B-2 Preferred Stock Certificate of Designations, except restrictions imposed by the Securities Actshares of Series B-1 Preferred Stock issued upon such conversion will be validly issued, fully paid and nonassessable, will not subject the holder thereof to personal liability and will not be subject to preemptive rights of any applicable state, foreign or other securities Laws, this Agreementstockholder of the Company. The shares of Series B-1 Preferred Stock to be issued upon any conversion of shares of Series B-2 Preferred Stock into Series B-1 Preferred Stock, and Liens incurred by the Purchaser. The respective rights, preferences, privileges, and restrictions of the Series A Preferred Stock and the Common Stock are as stated in the Series A Certificate or the Company’s certificate of incorporation, respectively. As of the Closing, the shares of Common Stock to be issued upon any conversion or redemption of the Purchased Shares shall shares of Preferred Stock into Common Stock, have been duly reserved for such issuance.

Status of Securities. As of the Closing, the The shares of Common Stock, Series A Preferred Stock (upon filing of the Series A Articles Supplementary with the Maryland SDAT) and the Warrant to be issued pursuant to this Agreement and the shares of Common Stock to be issued upon conversion of Other Securities Purchase Agreements, and the Series A Preferred Stock will issuable upon the exercise of the Warrant (upon filing the Series A Articles Supplementary with the Maryland SDAT), have been duly authorized by all necessary corporate action of the Company. When issued and sold against receipt of the consideration therefor as provided in this Agreement and the Other Securities Purchase Agreements or upon the Series A Certificateexercise of the Warrant, as applicable, the such shares of Common Stock and Series A Preferred Stock will be validly issued, fully paid and nonassessable, and will not be subject the holders thereof to preemptive rights of any other stockholder of the Company, free and clear of all Liens, except restrictions imposed by the Securities Act, any applicable state, foreign or other securities Laws, this Agreement, and Liens incurred by the Purchaser. Upon any conversion of any shares of Series A Preferred Stock into, or the redemption of any shares of Series A Preferred Stock in exchange for, shares of Common Stock pursuant to and in accordance with the terms and conditions of the Series A Certificate, the shares of Common Stock issued upon such conversion or redemption will be validly issued, fully paid and nonassessable, personal liability and will not be subject to preemptive rights of any other stockholder of the Company, and nor will effectively vest such issuance result in the Purchaser good title violation or triggering of any price-based antidilution adjustments under any agreement to all such securities, free and clear of all Liens, except restrictions imposed by which the Securities Act, Company or any applicable state, foreign or other securities Laws, this Agreement, and Liens incurred by the PurchaserCompany Subsidiary is a party. The respective rights, preferences, privileges, and restrictions shares of Common Stock issuable upon the conversion of the Series A Preferred Stock and the Common Stock are as stated in the Series A Certificate or the Company’s certificate of incorporation, respectively. As exercise of the ClosingWarrant shall, the shares of Common Stock to be issued upon any conversion or redemption receipt of the Purchased Shares shall Stockholder Approvals, have been duly reserved for authorized by all necessary corporate action and, when so issued upon conversion or exercise shall be validly issued, fully paid and nonassesable shall not subject the holders thereof to personal liability and shall not be subject to preemptive rights of any other stockholder of the Company, nor will such issuanceissuance result in the violation or triggering of any price based on anti-dilution adjustments under any agreement to which the Company or any Company Subsidiary is a party. The Warrant, when executed and delivered by the Company pursuant to this Agreement, shall constitute a valid and legally binding agreement of the Company enforceable in accordance with its terms (except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or similar laws relating to or affecting creditors generally or by general equitable principles (whether applied in equity or at law)).

Status of Securities. As of the Closing, the The shares of Series A B Preferred Stock to be issued pursuant to this Agreement (upon filing of the Articles of Amendment with the Georgia Secretary) and the shares of Common Stock Warrants to be issued upon conversion of the Series A B Preferred Stock will have been duly authorized by all necessary corporate action of the Companyaction. When issued and sold against receipt of the consideration therefor as provided in this Agreement or the Series A CertificateAgreement, as applicable, the such shares of Series A B Preferred Stock will be validly issued, fully paid and nonassessable, will not be subject the holders thereof to preemptive rights of any other stockholder of the Company, free and clear of all Liens, except restrictions imposed by the Securities Act, any applicable state, foreign or other securities Laws, this Agreement, and Liens incurred by the Purchaser. Upon any conversion of any shares of Series A Preferred Stock into, or the redemption of any shares of Series A Preferred Stock in exchange for, shares of Common Stock pursuant to and in accordance with the terms and conditions of the Series A Certificate, the shares of Common Stock issued upon such conversion or redemption will be validly issued, fully paid and nonassessable, personal liability and will not be subject to preemptive rights of any other stockholder of the Company. The Warrants, when executed and will effectively vest in the Purchaser good title to all such securities, free and clear of all Liens, except restrictions imposed delivered by the Securities Act, any applicable state, foreign or other securities Laws, Company pursuant to the terms of this Agreement, will constitute valid and Liens incurred legally binding agreements of the Company enforceable in accordance with their terms (except as enforcement may be limited by the Purchaserapplicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar laws of general applicability relating to or affecting creditors’ rights or by general equity principles). The respective rights, preferences, privileges, and restrictions of the Series A Preferred Stock and the Common Stock are as stated in the Series A Certificate or the Company’s certificate of incorporation, respectively. As of the Closing, the shares of Common Stock to be issued issuable upon any the conversion or redemption of the Purchased Shares shall Series B Preferred Stock and exercise of the Warrants will, upon filing of the Articles of Amendment with the Georgia Secretary and upon receipt of the approval by the Company’s stockholders of the Stockholder Proposal, have been duly reserved for authorized by all necessary corporate action and when so issued upon such issuanceconversion or exercise will be validly issued, fully paid and nonassessable, will not subject the holders thereof to personal liability and will not be subject to preemptive rights of any other stockholder of the Company.

Status of Securities. As of the Closing, the The shares of Series A Preferred Stock to be issued pursuant to this Agreement (upon filing of the Articles of Amendment with the Georgia Secretary) and the shares of Common Stock Warrants to be issued upon conversion of the Series A Preferred Stock will have been duly authorized by all necessary corporate action of the Companyaction. When issued and sold against receipt of the consideration therefor as provided in this Agreement or the Series A CertificateAgreement, as applicable, the such shares of Series A Preferred Stock will be validly issued, fully paid and nonassessable, will not be subject the holders thereof to preemptive rights of any other stockholder of the Company, free and clear of all Liens, except restrictions imposed by the Securities Act, any applicable state, foreign or other securities Laws, this Agreement, and Liens incurred by the Purchaser. Upon any conversion of any shares of Series A Preferred Stock into, or the redemption of any shares of Series A Preferred Stock in exchange for, shares of Common Stock pursuant to and in accordance with the terms and conditions of the Series A Certificate, the shares of Common Stock issued upon such conversion or redemption will be validly issued, fully paid and nonassessable, personal liability and will not be subject to preemptive rights of any other stockholder of the Company. The Warrants, when executed and will effectively vest in the Purchaser good title to all such securities, free and clear of all Liens, except restrictions imposed delivered by the Securities Act, any applicable state, foreign or other securities Laws, Company pursuant to the terms of this Agreement, will constitute valid and Liens incurred legally binding agreements of the Company enforceable in accordance with their terms (except as enforcement may be limited by the Purchaserapplicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar laws of general applicability relating to or affecting creditors’ rights or by general equity principles). The respective rights, preferences, privileges, and restrictions shares of Common Stock issuable upon the conversion of the Series A Preferred Stock and exercise of the Common Stock are as stated Warrants will, upon filing of the Articles of Amendment with the Georgia Secretary and, in the case of Series A Certificate or Preferred Stock and the Warrants, upon receipt of the approval by the Company’s certificate of incorporation, respectively. As stockholders of the ClosingStockholder Proposal, the shares of Common Stock to be issued upon any conversion or redemption of the Purchased Shares shall have been duly reserved for authorized by all necessary corporate action and when so issued upon such issuanceconversion or exercise will be validly issued, fully paid and nonassessable, will not subject the holders thereof to personal liability and will not be subject to preemptive rights of any other stockholder of the Company.

Status of Securities. As of the Closing, the The shares of Series A Convertible Preferred Stock to be issued pursuant to this Agreement Agreement, and the shares of Class A Common Stock to be issued upon conversion of the Series A Convertible Preferred Stock will Stock, have been duly authorized by all necessary corporate action of the Companyaction. When issued and sold against receipt of the consideration therefor as provided in this Agreement or the Series A A-1 Certificate or Series A-2 Certificate, as applicable, the shares of Series A Preferred Stock such securities will be validly issued, fully paid and nonassessable, will not subject the holders thereof to personal liability, will not be subject to preemptive rights of any other stockholder of the Company, and will effectively vest in the Purchaser good and marketable title to all such securities, free and clear of all Liens, except restrictions imposed by the Securities Act, Section 4.2 and any applicable state, state or foreign or other securities Laws, this Agreement, and Liens incurred by the Purchaserlaws. Upon any conversion of any shares of Series A A-1 Preferred Stock intointo Class A Common Stock pursuant to the Series A-1 Certificate, or the redemption conversion of any shares of Series A A-2 Preferred Stock in exchange for, shares of Common into Series A-1 Preferred Stock pursuant to and in accordance with the terms and conditions of the Series A A-2 Certificate, the shares of Class A Common Stock or Series A-1 Preferred Stock issued upon such conversion or redemption will be validly issued, fully paid and nonassessable, will not subject the holder thereof to personal liability and will not be subject to preemptive rights of any other stockholder of the Company, and will effectively vest in the Purchaser good and marketable title to all such securities, free and clear of all Liens, except restrictions imposed by the Securities Act, Section 4.2 and any applicable state, state or foreign or other securities Laws, this Agreement, and Liens incurred by the Purchaserlaws. The respective rights, preferences, privileges, and restrictions of the Series A A-1 Preferred Stock, the Series A-2 Preferred Stock and the Common Stock are as stated in the Certificate of Incorporation (including the Series A -1 Certificate or and the Company’s certificate of incorporation, respectivelySeries A-2 Certificate). As of the Closing, the The shares of Class A Common Stock to be issued upon any conversion or redemption of the Purchased Shares shall shares of Convertible Preferred Stock into Class A Common Stock have been duly reserved for such issuance. The shares of Series A-1 Preferred Stock to be issued upon any conversion of shares of Series A-2 Preferred Stock into Series A-1 Preferred Stock have been duly reserved for such issuance.

Status of Securities. As of the Closing, the The shares of Series A Preferred Stock to be issued pursuant to this Agreement and Agreement, and, subject only to Schedule 14C Action, the shares of Common Stock to be issued upon conversion of the Series A such Preferred Stock will Stock, have been duly authorized by all necessary corporate action of the Companyaction. When issued and sold against receipt of the consideration therefor as provided in this Agreement or the Series A CertificateAgreement, as applicable, the shares of Series A Preferred Stock such securities will be validly issued, fully paid and nonassessable, will not subject the holders thereof to personal liability, will not be subject to preemptive rights of any other stockholder of the Company, and will effectively vest in the Purchaser good and marketable title to all such securities, be free and clear of all Liens, except restrictions imposed by the Securities Act, Section 4.2, the Certificate and any applicable state, state or foreign or other securities Laws, this Agreement, and Liens incurred by the Purchaserlaws. Upon any conversion of any shares of Series A Preferred Stock into, or the redemption of any shares of Series A Preferred Stock in exchange for, shares of into Common Stock pursuant to and in accordance with the terms and conditions of the Series A Certificate, the shares of Common Stock issued upon such conversion or redemption will be validly issued, fully paid and nonassessable, will not subject the holder thereof to personal liability and will not be subject to preemptive rights of any other stockholder of the Company, and will effectively vest in the Purchaser good and marketable title to all such securities, be free and clear of all Liens, except restrictions imposed by the Securities Act, Section 4.2, the Certificate and any applicable state, state or foreign or other securities Laws, this Agreement, and Liens incurred by the Purchaserlaws. The respective rights, preferences, privileges, privileges and restrictions of the Series A Preferred Stock and the Common Stock are as stated in the Series A Certificate of Incorporation (including the Certificate) or as otherwise provided by the Company’s certificate of incorporation, respectively. As mandatory provisions of the Closing, the Delaware General Corporate Law. The shares of Common Stock to be issued upon any conversion or redemption of shares of Preferred Stock into Common Stock (assuming increases in the Accreted Value (as defined in the Certificate) of such Preferred Stock pursuant to Section 3(b) of the Purchased Shares Certificate through the fifth anniversary of the Closing Date and no other increase to the Accreted Value (as defined in the Certificate)), at the Closing, shall have been duly reserved for such issuanceissuance and approved for listing on the NYSE, subject to notice of official listing and the expiration of the Schedule 14C Waiting Period.

Status of Securities. As of the Closing, the The shares of Series A B Preferred Stock to be issued pursuant to this Agreement Agreement, and the shares of Class A Common Stock to be issued upon conversion of the Series A B Preferred Stock will Stock, have been duly classified in the case of the Series B Preferred Stock, and duly authorized in each case, by all necessary corporate action of the Companyaction. When issued and sold against receipt of the consideration therefor as provided in this Agreement or the Series A CertificateArticles Supplementary, as applicable, the shares of Series A Preferred Stock such securities will be validly issued, fully paid and nonassessable, will not subject the holders thereof to personal liability, will not be subject to preemptive rights of any other stockholder of the Company, and will effectively vest in the Purchaser good and marketable title to all such securities, free and clear of all Liens, except restrictions imposed by the Securities Act, Act and any applicable state, state or foreign or other securities Laws, this Agreement, and Liens incurred by the Purchaserlaws. Upon any conversion of any shares of Series A B Preferred Stock into, or the redemption of any shares of Series into Class A Preferred Stock in exchange for, shares of Common Stock pursuant to and in accordance with the terms and conditions of the Series A CertificateArticles Supplementary, the shares of Class A Common Stock issued upon such conversion or redemption will be validly issued, fully paid and nonassessable, will not subject the holder thereof to personal liability and will not be subject to preemptive rights of any other stockholder of the Company, and will effectively vest in the Purchaser good and marketable title to all such securities, free and clear of all Liens, except restrictions imposed by the Securities Act, Act and any applicable state, state or foreign or other securities Laws, this Agreement, and Liens incurred by the Purchaserlaws. The respective rights, preferences, privileges, and restrictions of the Series A B Preferred Stock and the Common Stock are as stated in the Series A Certificate or Articles (including the Company’s certificate of incorporation, respectivelyArticles Supplementary). As of the Closing, the The shares of Class A Common Stock to be issued upon any conversion or redemption of the Purchased Shares shall shares of Series B Preferred Stock into Class A Common Stock have been duly reserved for such issuance. No vote of any class or series of capital stock of or any equity interests in the Company or any its Subsidiaries is necessary to approve the issuance of the Series B Preferred Stock or the shares of Class A Common Stock issuable upon conversion of the Series B Preferred Stock.

Status of Securities. As The shares of Voting Common Stock and shares of Convertible Preferred Stock (upon filing of the Closing, the shares of Series A related Preferred Stock to be issued pursuant to this Agreement and Certificates of Designation with the shares of Common Stock to be issued upon conversion of the Series A Preferred Stock will Georgia Secretary) have been duly authorized by all necessary corporate action of the Companyaction. When issued and sold against receipt of the consideration therefor as provided in this Agreement or the Series A CertificateAgreement, as applicable, the such shares of Series A Voting Common Stock and Convertible Preferred Stock will be validly issued, fully paid and nonassessable, will not be subject the holders thereof to preemptive rights of any other stockholder of the Company, free and clear of all Liens, except restrictions imposed by the Securities Act, any applicable state, foreign or other securities Laws, this Agreement, and Liens incurred by the Purchaser. Upon any conversion of any shares of Series A Preferred Stock into, or the redemption of any shares of Series A Preferred Stock in exchange for, shares of Common Stock pursuant to and in accordance with the terms and conditions of the Series A Certificate, the shares of Common Stock issued upon such conversion or redemption will be validly issued, fully paid and nonassessable, personal liability and will not be subject to preemptive rights of any other stockholder of the Company, and will effectively vest in the Purchaser good title to all such securities, free and clear of all Liens, except restrictions imposed by the Securities Act, any applicable state, foreign or other securities Laws, this Agreement, and Liens incurred by the Purchaser. The respective rights, preferences, privileges, and restrictions shares of Non-Voting Common Stock issuable upon the conversion of the Series A G Convertible Preferred Stock will, upon receipt of the approval by the Company’s stockholders of the Stockholder Proposals and filing of the related Series G Preferred Stock Certificate of Designation with the Georgia Secretary, have been duly authorized by all necessary corporate action and when so issued upon such conversion or exercise will be validly issued, fully paid and nonassessable, will not subject the holders thereof to personal liability and will not be subject to preemptive rights of any other stockholder of the Company. The shares of Voting Common Stock issuable upon the conversion of each of the Series F Convertible Preferred Stock and Purchaser Non-Voting Shares will, upon receipt of the Common Stock are as stated in the Series A Certificate or approval by the Company’s certificate of incorporation, respectively. As stockholders of the Closing, the shares of Common Stock to be issued upon any conversion or redemption Stockholder Proposals and filing of the Purchased Shares shall related Preferred Stock Certificates of Designation to the Articles of Incorporation with the Georgia Secretary, have been duly reserved for authorized by all necessary corporate action and when so issued upon such issuanceconversion or exercise will be validly issued, fully paid and nonassessable, will not subject the holders thereof to personal liability and will not be subject to preemptive rights of any other stockholder of the Company. When issued in accordance with Section 4.6(j), the Indemnity Shares will be duly authorized by all necessary corporate action and will be validly issued, fully paid and non-assessable, will not subject the holders thereof to personal liability and will not be subject to preemptive rights of any other stockholder of the Company.

Status of Securities. As of the Closing, the The shares of Series A Preferred Stock to be issued pursuant to this Agreement Agreement, and the shares of Class A Common Stock to be issued upon conversion of the Series A Preferred Stock will Stock, have been duly classified in the case of the Series A Preferred Stock, and duly authorized in each case, by all necessary corporate action of the Companyaction. When issued and sold against receipt of the consideration therefor as provided in this Agreement or the Series A CertificateArticles Supplementary, as applicable, the shares of Series A Preferred Stock such securities will be validly issued, fully paid and nonassessable, will not subject the holders thereof to personal liability, will not be subject to preemptive rights of any other stockholder of the Company, and will effectively vest in the Purchaser good and marketable title to all such securities, free and clear of all Liens, except restrictions imposed by the Securities Act, Act and any applicable state, state or foreign or other securities Laws, this Agreement, and Liens incurred by the Purchaserlaws. Upon any conversion of any shares of Series A Preferred Stock into, or the redemption of any shares of Series into Class A Preferred Stock in exchange for, shares of Common Stock pursuant to and in accordance with the terms and conditions of the Series A CertificateArticles Supplementary, the shares of Class A Common Stock issued upon such conversion or redemption will be validly issued, fully paid and nonassessable, will not subject the holder thereof to personal liability and will not be subject to preemptive rights of any other stockholder of the Company, and will effectively vest in the Purchaser good and marketable title to all such securities, free and clear of all Liens, except restrictions imposed by the Securities Act, Act and any applicable state, state or foreign or other securities Laws, this Agreement, and Liens incurred by the Purchaserlaws. The respective rights, preferences, privileges, and restrictions of the Series A Preferred Stock and the Common Stock are as stated in the Series A Certificate or Articles (including the Company’s certificate of incorporation, respectivelyArticles Supplementary). As of the Closing, the The shares of Class A Common Stock to be issued upon any conversion or redemption of the Purchased Shares shall shares of Series A Preferred Stock into Class A Common Stock have been duly reserved for such issuance. No vote of any class or series of capital stock of or any equity interests in the Company or any its Subsidiaries is necessary to approve the issuance of the Series A Preferred Stock or the shares of Class A Common Stock issuable upon conversion of the Series A Preferred Stock.