Common use of Valid Issuance of Preferred and Common Stock Clause in Contracts

Valid Issuance of Preferred and Common Stock. The Series A Preferred Stock that is being purchased by Investor hereunder, when issued, sold, and delivered in accordance with the terms of this Agreement for the consideration expressed herein, will be duly and validly issued, fully paid, and nonassessable, and will be free of restrictions on transfer other than restrictions on transfer under this Agreement and the Investor Rights Agreement and under applicable state and federal securities laws. The Common Stock issuable upon conversion of the Series A Preferred Stock being purchased under this Agreement has been duly and validly reserved for issuance and, upon issuance in accordance with the terms of the Amended Articles, will be duly and validly issued, fully paid, and nonassessable and will be free of restrictions on transfer other than restrictions on transfer under this Agreement and the Investor Rights Agreement and under applicable state and federal securities laws.

Valid Issuance of Preferred and Common Stock. The Series A B Preferred Stock that is being purchased by Investor the Investors hereunder, when issued, sold, sold and delivered in accordance with the terms of this Agreement for the consideration expressed herein, will be duly and validly issued, fully paid, and nonassessable, and will be free of restrictions on transfer other than restrictions on transfer under this Agreement and the Investor Amended and Restated Investors’ Rights Agreement and under applicable state and federal securities laws. The Common Stock issuable upon conversion of the Series A B Preferred Stock being purchased under this Agreement has been duly and validly reserved for issuance and, upon issuance in accordance with the terms of the Amended ArticlesRestated Certificate, will be duly and validly issued, fully paid, and nonassessable and will be free of restrictions on transfer other than restrictions on transfer under this Agreement and the Investor Amended and Restated Investors’ Rights Agreement and under applicable state and federal securities laws.

Valid Issuance of Preferred and Common Stock. The Series A B Preferred Stock that is being purchased by Investor the Investors hereunder, when issued, sold, sold and delivered in accordance with the terms of this Agreement for the consideration expressed herein, will be duly and validly issued, fully paid, and nonassessable, and will be free of restrictions on transfer other than restrictions on transfer under this Agreement and the Investor Investors' Rights Agreement and under applicable state and federal securities laws. The Common Stock issuable upon conversion of the Series A B Preferred Stock being purchased under this Agreement has been duly and validly reserved for issuance and, upon issuance in accordance with the terms of the Amended Restated Articles, will be duly and validly issued, fully paid, and nonassessable and will be free of restrictions on transfer other than restrictions on transfer under this Agreement and the Investor Investors' Rights Agreement and under applicable state and federal securities laws.

Valid Issuance of Preferred and Common Stock. The Series A C Preferred Stock that is being purchased by Investor the Investors hereunder, when issued, sold, sold and delivered in accordance with the terms of this Agreement for the consideration expressed herein, will be duly and validly issued, fully paid, and nonassessable, and will be free of restrictions on transfer other than restrictions on transfer under this Agreement and the Investor Rights Agreement Transaction Agreements and under applicable state and federal securities laws. The Common Stock issuable upon conversion of the Series A C Preferred Stock being purchased under this Agreement has been duly and validly reserved for issuance and, upon issuance in accordance with the terms of the Amended Restated Articles, will be duly and validly issued, fully paid, and nonassessable and will be free of restrictions on transfer other than restrictions on transfer under this Agreement and the Investor Rights Agreement Transaction Agreements and under applicable state and federal securities laws.

Valid Issuance of Preferred and Common Stock. The Series A Preferred Stock that is being purchased acquired by Investor the Debt Holders hereunder, when issued, sold, exchanged and delivered in accordance with the terms of this Agreement for the consideration expressed herein, will be duly and validly issued, fully paid, and nonassessable, and will be free of restrictions on transfer other than restrictions on transfer under this Agreement and the Investor Investors' Rights Agreement and under applicable state and federal securities laws. The Common Stock issuable upon conversion of the Series A Preferred Stock being purchased acquired under this Agreement has been duly and validly reserved for issuance and, upon issuance in accordance with the terms of the Amended Restated Articles, will be duly and validly issued, fully paid, and nonassessable and will be free of restrictions on transfer other than restrictions on transfer under this Agreement and the Investor Investors' Rights Agreement and under applicable state and federal securities laws.

Valid Issuance of Preferred and Common Stock. The shares of Series A Preferred Stock that is are being purchased by Investor the Investors hereunder, when issued, sold, sold and delivered in accordance with the terms of this Agreement for the consideration expressed herein, will be duly and validly issued, fully paid, and nonassessable, and will be free of restrictions on transfer other than restrictions on transfer under this Agreement and the Investor Rights Agreement and under applicable state and federal securities laws. The Common Stock issuable upon conversion of the Series A Preferred Stock being purchased under this Agreement has been duly and validly reserved for issuance and, upon issuance in accordance with the terms of the Amended Restated Articles, will be duly and validly issued, fully paid, and nonassessable and will be free of restrictions on transfer other than restrictions on transfer under this Agreement and the Investor Rights Agreement and under applicable state and federal securities laws.

Valid Issuance of Preferred and Common Stock. The Series A B Convertible Preferred Stock that is being purchased by Investor the Investors hereunder, when issued, sold, and delivered in accordance with the terms of this Agreement agreement for the consideration expressed herein, will be duly and validly issued, fully paid, and nonassessable, and will be free of restrictions on transfer other than restrictions on transfer under this Agreement and the Investor Rights Agreement, any Ancillary Agreement and under applicable state and federal securities laws. The Common Stock issuable upon conversion of the Series A B Convertible Preferred Stock being purchased under this Agreement has been duly and validly reserved for issuance and, upon issuance in accordance with the terms of the Amended ArticlesRestated Charter, will be duly and validly issued, fully paid, and nonassessable and will be free of restrictions on transfer other than restrictions on transfer under this Agreement and the Investor Rights Agreement, any Ancillary Agreement and under applicable state and federal securities laws.