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 which is being purchased by the Investors hereunder, when issued, sold and delivered 'in accordance with the terms hereof for the consideration expressed herein, will be duly and validly issued, fully paid and nonassessable, will be free of restrictions on transfer other than restrictions on transfer under this Agreement and the Investors' Rights Agreement and Shareholders' Agreement and under applicable state and federal securities laws and, based in part upon the representations of the Investors in this Agreement, will be issued in compliance with all applicable federal and state securities laws. The Common Stock issuable upon conversion of the Series A Preferred Stock purchased under this Agreement has been duly and validly reserved for issuance and, upon issuance in accordance with the terms of the Articles of Incorporation, shall be duly and validly issued, fully paid and nonassessable, will be free of restrictions on transfer. other than restrictions on transfer under this Agreement, the Investors' Rights Agreement, the Shareholders Agreement and under applicable state and federal securities laws, and issued in compliance with all applicable securities laws, as presently in effect, of the United States and each of the states whose securities laws govern the issuance of any of the Series A Preferred Stock hereunder.

Valid Issuance of Preferred and Common Stock. The Series A B -------------------------------------------- Preferred Stock which that is being purchased by the Investors hereunder, when issued, sold and delivered 'in accordance with the terms hereof of this Agreement for the consideration expressed herein, will be duly and validly issued, fully paid and nonassessable, free and clear of all liens and other encumbrances and will be free of restrictions on transfer transfer, other than restrictions on transfer under this Agreement and Agreement, the Investors' Rights Agreement and ShareholdersAgreement, the Stockholders' Agreement and under applicable state and federal securities laws and, based in part upon the representations of the Investors in this Agreement, will be issued in compliance with all applicable federal and state securities laws. The Common Stock issuable upon conversion of the Series A B Preferred Stock purchased under this Agreement has been duly and validly reserved for issuance and, upon issuance in accordance with the terms of the Articles of IncorporationRestated Certificate, shall will be duly and validly issued, fully paid and nonassessable, free and clear of all liens and other encumbrances and will be free of restrictions on transfer. , other than restrictions on transfer under this Agreement, the Investors' Rights Agreement, the Shareholders Stockholders' Agreement and under applicable state and federal securities laws, and issued in compliance with all applicable securities laws, as presently in effect, of the United States and each of the states whose securities laws govern the issuance of any of the Series A Preferred Stock hereunder.

Valid Issuance of Preferred and Common Stock. The Series A 1 Preferred Stock which that is being purchased by the Investors Investor hereunder, when issued, sold and delivered 'in accordance with the terms hereof for the consideration expressed herein, will be duly and validly issued, fully paid paid, and nonassessable, will be nonassessable and the Investor shall have good and marketable title to the shares of Series 1 Preferred Stock free of any liens or restrictions on transfer (unless created by the Investor) other than restrictions on transfer under expressly set forth in this Agreement and Agreement, the Investors' Rights Agreement and ShareholdersStockholders' Agreement and under applicable state and federal securities laws and, based or the Registration Rights Agreement. Based in part upon the representations of the Investors Investor in this Agreement, the shares of Series 1 Preferred Stock will be issued in compliance with all applicable state and federal and state securities laws. The Common Stock issuable upon conversion of the Series A 1 Preferred Stock purchased under this Agreement has been duly and validly reserved for issuance and, upon issuance in accordance with the terms of the Articles Certificate of IncorporationAmendment, shall will be duly and validly issued, fully paid paid, and nonassessable, will be free of restrictions on transfer. other than restrictions on transfer under this Agreement, the Investors' Rights Agreement, the Shareholders Agreement nonassessable and under issued in compliance with applicable state and federal securities laws, laws and issued in compliance with all applicable securities laws, as presently in effect, the Investor shall have good and marketable title to the shares of the United States and each of the states whose securities laws govern the issuance Common Stock free of any of liens or restrictions (unless created by the Series A Preferred Stock hereunderInvestor) other than restrictions expressly set forth in this Agreement, the Stockholders' Agreement or the Registration Rights Agreement.

Valid Issuance of Preferred and Common Stock. The Series A -------------------------------------------- Preferred Stock which that is being purchased by the Investors hereunder, when issued, sold and delivered 'in accordance with the terms hereof of this Agreement for the consideration expressed herein, will be duly and validly issued, fully paid and nonassessable, free and clear of all liens and other encumbrances and will be free of restrictions on transfer transfer, other than restrictions on transfer under this Agreement and Agreement, the Investors' Rights Agreement and ShareholdersAgreement, the Stockholders' Agreement and under applicable state and federal securities laws and, based in part upon the representations of the Investors in this Agreement, will be issued in compliance with all applicable federal and state securities laws. The Common Stock issuable upon conversion of the Series A Preferred Stock purchased under this Agreement has been duly and validly reserved for issuance and, upon issuance in accordance with the terms of the Articles of IncorporationRestated Certificate, shall will be duly and validly issued, fully paid and nonassessable, free and clear of all liens and other encumbrances and will be free of restrictions on transfer. , other than restrictions on transfer under this Agreement, the Investors' Rights Agreement, the Shareholders Stockholders' Agreement and under applicable state and federal securities laws, and issued in compliance with all applicable securities laws, as presently in effect, of the United States and each of the states whose securities laws govern the issuance of any of the Series A Preferred Stock hereunder.

Valid Issuance of Preferred and Common Stock. The Series A -------------------------------------------- Preferred Stock which that is being purchased by the Investors hereunder, when issued, sold and delivered 'in accordance with the terms hereof of this Agreement for the consideration expressed herein, will be duly and validly issued, fully paid paid, and nonassessable, . Such Series A Preferred Stock and the Warrants being purchased by the Investors hereunder will be free of restrictions on transfer other than restrictions on transfer under this Agreement and the Investors' Rights Agreement and Shareholders' Agreement Transaction Agreements and under applicable state and federal securities laws and, based in part upon the representations of the Investors in this Agreement, will be issued in compliance with all applicable federal and state securities laws. The shares of Common Stock issuable upon conversion of the Series A Preferred Stock purchased under this Agreement has and upon exercise of the Warrants purchased under this Agreement have been duly and validly reserved for issuance and, upon issuance in accordance with the terms of the Articles Certificate of IncorporationDesignation or the Warrants, shall whichever is applicable, will be duly and validly issued, fully paid paid, and nonassessable, nonassessable and will be free of restrictions on transfer. transfer other than restrictions on transfer under this Agreement, the Investors' Rights Agreement, the Shareholders Agreement Transaction Agreements and under applicable state and federal securities laws, and issued in compliance with all applicable securities laws, as presently in effect, of the United States and each of the states whose securities laws govern the issuance of any of the Series A Preferred Stock hereunder.

Valid Issuance of Preferred and Common Stock. The shares of Series A Preferred Stock which is that are being purchased by the Investors hereunder, when issued, sold and delivered 'in accordance with the terms hereof of this Agreement for the consideration expressed herein, will be duly and validly issued, fully paid paid, and nonassessable, and will be free of restrictions on transfer directly or indirectly created by the Company other than restrictions on transfer under this Agreement, the Investor Rights Agreement, the Right of First Refusal Agreement and the Investors' Rights Agreement and Shareholders' Co-Sale Agreement and under applicable state and federal securities laws and, based in part upon the representations of the Investors in this Agreement, will be issued in compliance with all applicable federal and state securities laws. The Common Stock issuable upon conversion of the Series A Preferred Stock purchased under this Agreement has been duly and validly reserved for issuance and, upon issuance in accordance with the terms of the Articles of IncorporationDesignation, shall will be duly and validly issued, fully paid paid, and nonassessable, nonassessable and will be free of restrictions on transfer. transfer directly or indirectly created by the Company other than restrictions on transfer under this Agreement, the Investors' Investor Rights Agreement, the Shareholders Right of First Refusal Agreement and the Co-Sale Agreement and under applicable state and federal securities laws, and issued in compliance with all applicable securities laws, as presently in effect, of the United States and each of the states whose securities laws govern the issuance of any of the Series A Preferred Stock hereunder.

Valid Issuance of Preferred and Common Stock. The Series A Preferred Stock which and the Series B Preferred Stock that is being purchased by the Investors hereunder, when issued, sold and delivered 'in accordance with the terms hereof of this Agreement for the consideration expressed herein, will be duly and validly issued, fully paid and nonassessable, nonassessable and will be free of restrictions on transfer transfer, other than restrictions on transfer under this Agreement Agreement, the Amended and the Investors' Rights Agreement and Restated Shareholders' Agreement and under applicable state and federal securities laws and, based in part upon the representations of the Investors in this Agreement, will be issued in compliance with all applicable federal and state securities laws. The Common Stock issuable upon conversion of the Series A Preferred Stock purchased under this Agreement and upon exercise of the Investor Warrants purchased under this Agreement has been duly and validly reserved for issuance and, upon issuance in accordance with the terms of the Restated Articles of Incorporationor the Investor Warrants, shall as applicable, will be duly and validly issued, fully paid and nonassessable, nonassessable and will be free of restrictions on transfer. , other than restrictions on transfer under this Agreement, Agreement and the InvestorsAmended and Restated Shareholders' Rights Agreement, the Shareholders Agreement and under applicable state and federal securities laws. The sale of the Securities, and issued in compliance with all applicable securities laws, as presently in effect, the subsequent conversion or exercise of the United States Securities into Common Stock, are not and each of the states whose securities laws govern the issuance of will not be subject to any of the Series A Preferred Stock hereunderpreemptive rights.

Valid Issuance of Preferred and Common Stock. The Series A C -------------------------------------------- Preferred Stock which that is being purchased by the Investors hereunder, when issued, sold and delivered 'in accordance with the terms hereof of this Agreement for the consideration expressed herein, will be duly and validly issued, fully paid and nonassessable, free and clear of all liens and other encumbrances and will be free of restrictions on transfer transfer, other than restrictions on transfer under this Agreement and Agreement, the Investors' Rights Agreement and ShareholdersAgreement, the Stockholders' Agreement and under applicable state and federal securities laws and, based in part upon the representations of the Investors in this Agreement, will be issued in compliance with all applicable federal and state securities laws. The Common Stock issuable upon conversion of the Series A C Preferred Stock purchased under this Agreement has been duly and validly reserved for issuance and, upon issuance in accordance with the terms of the Articles of IncorporationRestated Certificate, shall will be duly and validly issued, fully paid and nonassessable, free and clear of all liens and other encumbrances and will be free of restrictions on transfer. , other than restrictions on transfer under this Agreement, the Investors' Rights Agreement, the Shareholders Stockholders' Agreement and under applicable state and federal securities laws, and issued in compliance with all applicable securities laws, as presently in effect, of the United States and each of the states whose securities laws govern the issuance of any of the Series A Preferred Stock hereunder.

Valid Issuance of Preferred and Common Stock. The Series A B Preferred Stock which that is being purchased by the Investors hereunder, hereunder when issued, sold and delivered 'in accordance with the terms hereof of this Agreement for the consideration expressed herein, will be duly and validly issued, fully paid and nonassessable, will be free of any liens, claims, charges or encumbrances, and will be free of any restrictions on transfer transfer, other than restrictions on transfer under this Agreement and the Investors' Rights Agreement and Shareholders' Agreement other Transaction Agreements and under applicable state and federal securities laws and, based in part upon the representations of the Investors in this Agreement, will be issued in compliance with all applicable federal and state securities laws. The Common Stock issuable upon conversion of the Series A B Preferred Stock and exercise of the Warrants purchased under this Agreement has been duly and validly reserved for issuance and, upon issuance in accordance with the terms of the Articles of IncorporationRestated Certificate and each Warrant, shall as applicable, will be duly and validly issued, fully paid and nonassessable, will be free of any liens, claims, charges or encumbrances, and will be free of any restrictions on transfer. , other than restrictions on transfer under this Agreement, Agreement and the Investors' Rights Agreement, the Shareholders Agreement Transaction Agreements and under applicable state and federal securities laws, and issued in compliance with all applicable securities laws, as presently in effect, of the United States and each of the states whose securities laws govern the issuance of any of the Series A Preferred Stock hereunder.

Valid Issuance of Preferred and Common Stock. The Series A B Preferred Stock which is being purchased by the Investors hereunder, when issued, sold and delivered 'in accordance with the terms hereof for the consideration expressed herein, will be duly and validly issued, fully paid and nonassessable, will be free of restrictions on transfer other than restrictions on transfer under this Agreement and the Investors' Rights Agreement and Shareholders' Agreement and under applicable state and federal securities laws and, based in part upon the representations of the Investors in this Agreement, will be issued in compliance with all applicable federal and state securities laws. The Common Stock issuable upon conversion of the Series A B Preferred Stock purchased under this Agreement has been duly and validly reserved for issuance and, upon issuance in accordance with the terms of the Articles of Incorporation, shall be duly and validly issued, fully paid and nonassessable, will be free of restrictions on transfer. transfer other than restrictions on transfer under this Agreement, the Investors' Rights Agreement, the Shareholders Shareholders' Agreement and under applicable state and federal securities laws, and issued in compliance with all applicable securities laws, as presently in effect, of the United States and each of the states whose securities laws govern the issuance of any of the Series A B Preferred Stock hereunder.

Valid Issuance of Preferred and Common Stock. The Series A B Preferred Stock which that is being purchased by the Investors hereunder, when issued, sold and delivered 'in accordance with the terms hereof of this Agreement for the consideration expressed herein, will be duly and validly issued, fully paid and nonassessable, free and clear of all liens and other encumbrances and will be free of restrictions on transfer transfer, other than restrictions on transfer under this Agreement and Agreement, the Investors' Rights Agreement and ShareholdersAgreement, the Stockholders' Agreement and under applicable state and federal securities laws and, based in part upon the representations of the Investors in this Agreement, will be issued in compliance with all applicable federal and state securities laws. The Common Stock issuable upon conversion of the Series A B Preferred Stock purchased under this Agreement has been duly and validly reserved for issuance and, upon issuance in accordance with the terms of the Articles of IncorporationRestated Certificate, shall will be duly and validly issued, fully paid and nonassessable, free and clear of all liens and other encumbrances and will be free of restrictions on transfer. , other than restrictions on transfer under this Agreement, the Investors' Rights Agreement, the Shareholders Stockholders' Agreement and under applicable state and federal securities laws, and issued in compliance with all applicable securities laws, as presently in effect, of the United States and each of the states whose securities laws govern the issuance of any of the Series A Preferred Stock hereunder.

Valid Issuance of Preferred and Common Stock. The Series A C -------------------------------------------- Preferred Stock which that is being purchased by the Investors hereunder, when issued, sold and delivered 'in accordance with the terms hereof of this Agreement for the consideration expressed herein, will be duly and validly issued, fully paid paid, and nonassessable, and will be free of restrictions on transfer other than restrictions on transfer under this Agreement, the Amended and Restated Voting Agreement and the Amended and Restated Investors' Rights Agreement and Shareholders' Agreement and under applicable state and federal securities laws and, based in part upon the representations of the Investors in this Agreement, will be issued in compliance with all applicable federal and state securities laws. The Common Stock issuable upon conversion of Shares have been or will, prior to the Series A Preferred Stock purchased under this Agreement has been Funding, be duly and validly reserved for issuance and, upon issuance in accordance with the terms of the Articles of Incorporation, shall Restated Certificate will be duly and validly issued, fully paid paid, and nonassessable, nonassessable and will be free of restrictions on transfer. transfer other than restrictions on transfer under this Agreement, the Amended and Restated Voting Agreement, and the Amended and Restated Investors' Rights Agreement, the Shareholders Agreement and under applicable state and federal securities laws, and issued in compliance with all applicable securities laws, as presently in effect, of the United States and each of the states whose securities laws govern the issuance of any of the Series A Preferred Stock hereunder.

Valid Issuance of Preferred and Common Stock. The Series A Preferred Stock which and Series B Preferred Stock that is being purchased by the Investors hereunder, when issued, sold and delivered 'in accordance with the terms hereof of this Agreement for the consideration expressed herein, will be duly and validly issued, fully paid paid, and nonassessable, and will be free of restrictions on transfer other than restrictions on transfer under this Agreement and Agreement, the Investors' Rights Agreement and Shareholders' the Right of First Refusal and Co-Sale Agreement and under applicable state and federal securities laws and, based in part upon the representations of the Investors in this Agreement, will be issued in compliance with all applicable federal and state securities laws. The Common Stock issuable upon conversion of the Series A Preferred Stock and Series B Preferred Stock purchased under this Agreement has been duly and validly reserved for issuance and, upon issuance in accordance with the terms of the Restated Articles of Incorporation, shall will be duly and validly issued, fully paid paid, and nonassessable, nonassessable and will be free of restrictions on transfer. transfer other than restrictions on transfer under this Agreement, the Investors' Rights Agreement, Agreement and the Shareholders Right of First Refusal and Co-Sale Agreement and under applicable state and federal securities laws, and issued in compliance with all applicable securities laws, as presently in effect, of the United States and each of the states whose securities laws govern the issuance of any of the Series A Preferred Stock hereunder.

Valid Issuance of Preferred and Common Stock. The Series A D -------------------------------------------- Preferred Stock which that is being purchased by the Investors Purchasers hereunder, when issued, sold and delivered 'in accordance with the terms hereof of this Agreement for the consideration expressed herein, will be duly and validly issued, fully paid paid, and nonassessable, and will be free of restrictions on transfer other than restrictions on transfer under this Agreement, the Investor Rights Agreement, the Co-Sale Agreement and the Investors' Rights Agreement and Shareholders' Voting Agreement and under applicable state and federal securities laws and, based in part upon the representations of the Investors in this Agreement, will be issued in compliance with all applicable federal and state securities laws. The Common Stock issuable upon conversion of the Series A D Preferred Stock purchased under this Agreement has been duly and validly reserved for issuance and, upon issuance in accordance with the terms of the Articles of IncorporationRestated Articles, shall will be duly and validly issued, fully paid paid, and nonassessable, nonassessable and will be free of restrictions on transfer. transfer other than restrictions on transfer under this Agreement, the Investors' Investor Rights Agreement, the Shareholders Co-Sale Agreement and the Voting Agreement and under applicable state and federal securities laws, and issued in compliance with all applicable securities laws, as presently in effect, of the United States and each of the states whose securities laws govern the issuance of any of the Series A Preferred Stock hereunder.

Valid Issuance of Preferred and Common Stock. (a) The Series A D Preferred Stock which that is being purchased by the Investors hereunder, when issued, sold and delivered 'in accordance with the terms hereof of this Agreement for the consideration expressed herein, will be duly and validly issued, fully paid paid, and nonassessable, and will be free of restrictions on transfer other than restrictions on transfer under this Agreement and the Investors' Rights Agreement Agreement, and Shareholders' Agreement will have been issued in full compliance with all applicable preemptive rights and under all applicable state and federal securities laws and, based in part upon the representations of the Investors in this Agreement, will be issued in compliance with all applicable federal and state securities laws. The Common Stock issuable upon conversion of the Series A D Preferred Stock purchased under this Agreement has been duly and validly reserved for issuance and, upon issuance in accordance with the terms of the Articles of IncorporationRestated Certificate, shall will be duly and validly issued, fully paid paid, and nonassessable, nonassessable and will be free of restrictions on transfer. transfer other than restrictions on transfer under this Agreement, Agreement and the Investors' Rights Agreement, the Shareholders Agreement and under will have been issued in full compliance with all applicable preemptive rights and all applicable state and federal securities laws, and issued in compliance with all applicable securities laws, as presently in effect, of the United States and each of the states whose securities laws govern the issuance of any of the Series A Preferred Stock hereunder.

Valid Issuance of Preferred and Common Stock. The -------------------------------------------- Series A Preferred Stock which that is being purchased by the Investors hereunder, when issued, sold and delivered 'in accordance with the terms hereof of this Agreement for the consideration expressed herein, will be duly and validly issued, fully paid and nonassessable, free and clear of all liens and other encumbrances and will be free of restrictions on transfer transfer, other than restrictions on transfer under this Agreement and Agreement, the Investors' Rights Agreement and ShareholdersAgreement, the Stockholders' Agreement and under applicable state and federal securities laws and, based in part upon the representations of the Investors in this Agreement, will be issued in compliance with all applicable federal and state securities laws. The Common Stock issuable upon conversion of the Series A Preferred Stock purchased under this Agreement has been duly and validly reserved for issuance and, upon issuance in accordance with the terms of the Articles of IncorporationRestated Certificate, shall will be duly and validly issued, fully paid and nonassessable, free and clear of all liens and other encumbrances and will be free of restrictions on transfer. , other than restrictions on transfer under this Agreement, the Investors' Rights Agreement, the Shareholders Stockholders' Agreement and under applicable state and federal securities laws, and issued in compliance with all applicable securities laws, as presently in effect, of the United States and each of the states whose securities laws govern the issuance of any of the Series A Preferred Stock hereunder.

Valid Issuance of Preferred and Common Stock. The Series A D -------------------------------------------- Preferred Stock which that is being purchased by the Investors hereunder, when issued, sold and delivered 'in accordance with the terms hereof of this Agreement for the consideration expressed herein, will be duly and validly issued, fully paid paid, and nonassessable, and will be free of restrictions on transfer other than restrictions on transfer under this Agreement, the Amended and Restated Voting Agreement and the Amended and Restated Investors' Rights Agreement and Shareholders' Agreement and under applicable state and federal securities laws and, based in part upon the representations of the Investors in this Agreement, will be issued in compliance with all applicable federal and state securities laws. The Common Stock issuable upon conversion of Shares have been or will, prior to the Series A Preferred Stock purchased under this Agreement has been Funding, be duly and validly reserved for issuance and, upon issuance in accordance with the terms of the Articles of Incorporation, shall Restated Certificate will be duly and validly issued, fully paid paid, and nonassessable, nonassessable and will be free of restrictions on transfer. transfer other than restrictions on transfer under this Agreement, the Amended and Restated Voting Agreement, and the Amended and Restated Investors' Rights Agreement, the Shareholders Agreement and under applicable state and federal securities laws, and issued in compliance with all applicable securities laws, as presently in effect, of the United States and each of the states whose securities laws govern the issuance of any of the Series A Preferred Stock hereunder.

Valid Issuance of Preferred and Common Stock. The Series A C -------------------------------------------- Preferred Stock which that is being purchased by the Investors hereunder, when issued, sold and delivered 'in accordance with the terms hereof of this Agreement for the consideration expressed herein, will be duly and validly issued, fully paid and nonassessable, free and clear of all liens and other encumbrances and will be free of restrictions on transfer transfer, other than restrictions on transfer under this Agreement and Agreement, the Investors' Rights Agreement and ShareholdersAgreement, the Stockholders' Agreement and under applicable state and federal securities laws and, based in part upon the representations of the Investors in this Agreement, will be issued in compliance with all applicable federal and state securities laws. The Common Stock issuable upon conversion of the Series A C Preferred Stock being purchased under this Agreement hereunder has been duly and validly reserved for issuance and, upon issuance in accordance with the terms of the Articles of IncorporationRestated Certificate, shall will be duly and validly issued, fully paid and nonassessable, free and clear of all liens and other encumbrances and will be free of restrictions on transfer. , other than restrictions on transfer under this Agreement, the Investors' Rights Agreement, the Shareholders Stockholders' Agreement and under applicable state and federal securities laws, and issued in compliance with all applicable securities laws, as presently in effect, of the United States and each of the states whose securities laws govern the issuance of any of the Series A Preferred Stock hereunder.

Valid Issuance of Preferred and Common Stock. The -------------------------------------------- Series A C Preferred Stock which that is being purchased by the Investors hereunder, when issued, sold and delivered 'in accordance with the terms hereof of this Agreement for the consideration expressed herein, will be duly and validly issued, fully paid and nonassessable, free and clear of all liens and other encumbrances and will be free of restrictions on transfer transfer, other than restrictions on transfer under this Agreement and Agreement, the Investors' Rights Agreement and ShareholdersAgreement, the Stockholders' Agreement and under applicable state and federal securities laws and, based in part upon the representations of the Investors in this Agreement, will be issued in compliance with all applicable federal and state securities laws. The Common Stock issuable upon conversion of the Series A C Preferred Stock being purchased under this Agreement hereunder has been duly and validly reserved for issuance and, upon issuance in accordance with the terms of the Articles of IncorporationRestated Certificate, shall will be duly and validly issued, fully paid and nonassessable, free and clear of all liens and other encumbrances and will be free of restrictions on transfer. , other than restrictions on transfer under this Agreement, the Investors' Rights Agreement, the Shareholders Stockholders' Agreement and under applicable state and federal securities laws, and issued in compliance with all applicable securities laws, as presently in effect, of the United States and each of the states whose securities laws govern the issuance of any of the Series A Preferred Stock hereunder.

Valid Issuance of Preferred and Common Stock. (a) The Series A C Preferred Stock which that is being purchased by the Investors hereunder, when issued, sold and delivered 'in accordance with the terms hereof of this Agreement for the consideration expressed herein, will be duly and validly issued, fully paid paid, and nonassessable, and will be free of restrictions on transfer other than restrictions on transfer under this Agreement and the Investors' Rights Agreement Agreement, and Shareholders' Agreement will have been issued in full compliance with all applicable preemptive rights and under all applicable state and federal securities laws and, based in part upon the representations of the Investors in this Agreement, will be issued in compliance with all applicable federal and state securities laws. The Common Stock issuable upon conversion of the Series A C Preferred Stock purchased under this Agreement has been duly and validly reserved for issuance and, upon issuance in accordance with the terms of the Articles of IncorporationRestated Certificate, shall will be duly and validly issued, fully paid paid, and nonassessable, nonassessable and will be free of restrictions on transfer. transfer other than restrictions on transfer under this Agreement, Agreement and the Investors' Rights Agreement, the Shareholders Agreement and under will have been issued in full compliance with all applicable preemptive rights and all applicable state and federal securities laws, and issued in compliance with all applicable securities laws, as presently in effect, of the United States and each of the states whose securities laws govern the issuance of any of the Series A Preferred Stock hereunder.

Valid Issuance of Preferred and Common Stock. The Series A B -------------------------------------------- Preferred Stock which that is being purchased by the Investors hereunder, when issued, sold and delivered 'in accordance with the terms hereof of this Agreement for the consideration expressed herein, will be duly and validly issued, fully paid paid, and nonassessable, and will be free of restrictions on transfer other than restrictions on transfer under this Agreement and Agreement, the Investors' Rights Agreement and Shareholdersthe Co-Sale Agreement, the Stockholders' Agreement and under applicable state and federal securities laws and, based in part upon the representations of the Investors in this Agreement, will be issued in compliance with all applicable federal and state securities laws. The Common Stock issuable upon conversion of the Series A B Preferred Stock purchased under this Agreement has been duly and validly reserved for issuance and, upon issuance in accordance with the terms of the Articles of IncorporationRestated Certificate, shall will be duly and validly issued, fully paid paid, and nonassessable, nonassessable and will be free of restrictions on transfer. transfer other than restrictions on transfer under this Agreement, the Investors' Rights Agreement, the Shareholders Co-Sale Agreement and the Stockholders' Agreement and under applicable state and federal securities laws, and issued in compliance with all applicable securities laws, as presently in effect, of the United States and each of the states whose securities laws govern the issuance of any of the Series A Preferred Stock hereunder.

Valid Issuance of Preferred and Common Stock. The Series A C Preferred -------------------------------------------- Stock which that is being purchased by the Investors each Investor hereunder, when issued, sold and delivered 'in accordance with the terms hereof of this Agreement for the consideration expressed hereinherein (consisting either of cash or cancellation of indebtedness), 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 Investors' Rights Agreement and Shareholders' Agreement and under applicable state and federal securities laws and, based in part upon the representations of the Investors in this Agreement, will be issued in compliance with all applicable federal and state securities laws. The Common Stock issuable upon conversion of the Series A C Preferred Stock purchased under this Agreement has been duly and validly reserved for issuance and, upon issuance in accordance with the terms of the Articles of IncorporationAmended Certificate, shall will be duly and validly issued, fully paid and nonassessable, and will be free of restrictions on transfer. transfer other than restrictions on transfer under this Agreement, Agreement and the Investors' Rights Agreement, the Shareholders Agreement and under applicable state and federal securities laws, and issued in compliance with all applicable securities laws, as presently in effect, of the United States and each of the states whose securities laws govern the issuance of any of the Series A Preferred Stock hereunder.