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

Valid Issuance of Preferred and Common Stock. The Series B -------------------------------------------- Preferred Stock that is being purchased by the Investors 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, 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 Stockholders' Agreement and under applicable state and federal securities laws. The Common Stock issuable upon conversion of the 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 Certificate, 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 Stockholders' Agreement and under applicable state and federal securities laws.

Valid Issuance of Preferred and Common Stock. The Series B -------------------------------------------- 1 Preferred Stock that is being purchased by the Investors Investor hereunder, when issued, sold and delivered in accordance with the terms of this Agreement hereof for the consideration expressed herein, will be duly and validly issued, fully paid paid, and nonassessable, free nonassessable and clear the Investor shall have good and marketable title to the shares of all liens and other encumbrances and will be 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, the Investors' Rights Agreement, the Stockholders' Agreement and under or the Registration Rights Agreement. Based in part upon the representations of the Investor in this Agreement, the shares of Series 1 Preferred Stock will be issued in compliance with applicable state and federal securities laws. The Common Stock issuable upon conversion of the Series B 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 Restated CertificateCertificate of Amendment, will be duly and validly issued, fully paid paid, and nonassessable, free nonassessable and clear issued in compliance with applicable state and federal securities laws and the Investor shall have good and marketable title to the shares of all liens and other encumbrances and will be Common 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, the Investors' Rights Agreement, the Stockholders' Agreement and under applicable state and federal securities lawsor the Registration Rights Agreement.

Valid Issuance of Preferred and Common Stock. The Series B C -------------------------------------------- Preferred Stock that is being purchased by the Investors 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, 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 Stockholders' Agreement and under applicable state and federal securities laws. The Common Stock issuable upon conversion of the Series B 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 Restated Certificate, 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 Stockholders' Agreement and under applicable state and federal securities laws.

Valid Issuance of Preferred and Common Stock. The Series B -------------------------------------------- Preferred Stock that is being purchased by the Investors hereunder, 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, will be free and clear of all liens and other encumbrances 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 Stockholders' Agreement other Transaction Agreements and under applicable state and federal securities laws. The Common Stock issuable upon conversion of the Series 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 Restated CertificateCertificate and each Warrant, as applicable, will be duly and validly issued, fully paid and nonassessable, will be free and clear of all liens and other encumbrances 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 Stockholders' Agreement Transaction Agreements and under applicable state and federal securities laws.

Valid Issuance of Preferred and Common Stock. The Series B D -------------------------------------------- Preferred Stock that is being purchased by the Investors Purchasers 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 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, the Investors' Investor Rights Agreement, the Stockholders' Co-Sale Agreement and the Voting Agreement and under applicable state and federal securities laws. The Common Stock issuable upon conversion of the Series B 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 Restated CertificateArticles, will be duly and validly issued, fully paid paid, and nonassessable, free and clear of all liens and other encumbrances nonassessable and will be free of restrictions on transfer, transfer other than restrictions on transfer under this Agreement, the Investors' Investor Rights Agreement, the Stockholders' Co-Sale Agreement and the Voting Agreement and under applicable state and federal securities laws.

Valid Issuance of Preferred and Common Stock. The Series B C Preferred -------------------------------------------- Preferred Stock that is being purchased by the Investors each Investor hereunder, when issued, sold and delivered in accordance with the terms 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, 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, Agreement and the Investors' Rights Agreement, the Stockholders' Agreement and under applicable state and federal securities laws. The Common Stock issuable upon conversion of the Series B 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 Restated Amended Certificate, 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, Agreement and the Investors' Rights Agreement, the Stockholders' Agreement and under applicable state and federal securities laws.

Valid Issuance of Preferred and Common Stock. The Series B C -------------------------------------------- Preferred Stock that is being purchased by the Investors 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 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, the Amended and Restated Voting Agreement and the Amended and Restated Investors' Rights Agreement, the Stockholders' Agreement and under applicable state and federal securities laws. The Common Stock issuable upon conversion of Shares have been or will, prior to the Series B 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 Restated Certificate, Certificate will be duly and validly issued, fully paid paid, and nonassessable, free and clear of all liens and other encumbrances 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 Stockholders' Agreement and under applicable state and federal securities laws.

Valid Issuance of Preferred and Common Stock. The Series B A -------------------------------------------- Preferred Stock that is being purchased by the Investors 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 paid, and nonassessable, free . Such Series A Preferred Stock and clear of all liens and other encumbrances and the Warrants being purchased by the Investors hereunder will be free of restrictions on transfer, transfer other than restrictions on transfer under this Agreement, the Investors' Rights Agreement, the Stockholders' Agreement Transaction Agreements and under applicable state and federal securities laws. The shares of Common Stock issuable upon conversion of the Series B 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 Restated CertificateCertificate of Designation or the Warrants, whichever is applicable, will be duly and validly issued, fully paid paid, and nonassessable, free and clear of all liens and other encumbrances nonassessable and will be free of restrictions on transfer, transfer other than restrictions on transfer under this Agreement, the Investors' Rights Agreement, the Stockholders' Agreement Transaction Agreements and under applicable state and federal securities laws.

Valid Issuance of Preferred and Common Stock. The Series B -------------------------------------------- Preferred Stock that is being purchased by the Investors 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, 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 Stockholders' Agreement and under applicable state and federal securities laws. The Common Stock issuable upon conversion of the 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 Certificate, 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 Stockholders' Agreement and under applicable state and federal securities laws.

Valid Issuance of Preferred and Common Stock. The -------------------------------------------- Series B -------------------------------------------- A Preferred Stock that is being purchased by the Investors 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, 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 Stockholders' Agreement and under applicable state and federal securities laws. The Common Stock issuable upon conversion of the Series B 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 Restated Certificate, 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 Stockholders' Agreement and under applicable state and federal securities laws.

Valid Issuance of Preferred and Common Stock. The Series B C -------------------------------------------- Preferred Stock that is being purchased by the Investors 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, 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 Stockholders' Agreement and under applicable state and federal securities laws. The Common Stock issuable upon conversion of the Series B 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 Restated Certificate, 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 Stockholders' Agreement and under applicable state and federal securities laws.

Valid Issuance of Preferred and Common Stock. The Series A Preferred Stock and the Series B -------------------------------------------- Preferred Stock that is being purchased by the Investors 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, free and clear of all liens and other encumbrances nonassessable and will be free of restrictions on transfer, other than restrictions on transfer under this Agreement, the Investors' Rights Agreement, the StockholdersAmended and Restated Shareholders' Agreement and under applicable state and federal securities laws. The Common Stock issuable upon conversion of the Series B 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 CertificateArticles or the Investor Warrants, as applicable, will be duly and validly issued, fully paid and nonassessable, free and clear of all liens and other encumbrances nonassessable and will be free of restrictions on transfer, other than restrictions on transfer under this Agreement, Agreement and the Investors' Rights Agreement, the StockholdersAmended and Restated Shareholders' Agreement and under applicable state and federal securities laws. The sale of the Securities, and the subsequent conversion or exercise of the Securities into Common Stock, are not and will not be subject to any preemptive rights.

Valid Issuance of Preferred and Common Stock. The Series B -------------------------------------------- Preferred Stock that which is being purchased by the Investors hereunder, when issued, sold and delivered in accordance with the terms of this Agreement hereof 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, Agreement and the Investors' Rights Agreement, the StockholdersAgreement 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 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 CertificateArticles of Incorporation, will shall 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, the Investors' Rights Agreement, the StockholdersShareholders' 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 B Preferred Stock hereunder.

Valid Issuance of Preferred and Common Stock. The Series B -------------------------------------------- Preferred Stock that is Shares being purchased by the Investors hereunder, when issued, sold sold, and delivered in accordance with the terms of this Agreement for the consideration expressed hereinin this Agreement, will be duly and validly issued, fully paid paid, and nonassessable, free and clear of all liens and other encumbrances and will be free of any Liens or restrictions on transfer, transfer other than restrictions on transfer under this Agreement, the Investors' Investor Rights Agreement, Agreement and the Stockholders' Agreement Certificates of Designations and under applicable state and federal securities laws. The Common Stock issuable upon conversion of the Series B A Preferred Stock purchased under this Agreement Agreement, or issued in exchange for the Series B Preferred purchased under this Agreement, has been duly and validly reserved for issuance and, upon issuance in accordance with the terms of the Restated CertificateSeries A Certificate of Designations, will be duly and validly issued, fully paid paid, and nonassessable, free and clear of all liens and other encumbrances nonassessable and will be free of any Liens or restrictions on transfer, transfer other than restrictions on transfer under this Agreement, Agreement and the Investors' Investor Rights Agreement, the Stockholders' Agreement and under applicable state and federal securities laws. The sale of the Preferred Shares is not, and the subsequent conversion of the Preferred Shares into Common Stock will not be, subject to any preemptive rights, rights of first offer or any anti-dilution provisions contained in the Company’s Certificate of Incorporation, bylaws or any other agreement.

Valid Issuance of Preferred and Common Stock. The Series B -------------------------------------------- Preferred Stock that is being purchased by the Investors 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 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, the Investors' Rights Agreement and the Co-Sale Agreement, the Stockholders' Agreement and under applicable state and federal securities laws. The Common Stock issuable upon conversion of the 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 Certificate, will be duly and validly issued, fully paid paid, and nonassessable, free and clear of all liens and other encumbrances nonassessable and will be free of restrictions on transfer, transfer other than restrictions on transfer under this Agreement, the Investors' Rights Agreement, the Co-Sale Agreement and the Stockholders' Agreement and under applicable state and federal securities laws.

Valid Issuance of Preferred and Common Stock. The Series B A -------------------------------------------- Preferred Stock that is being purchased by the Investors 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, 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 Stockholders' Agreement and under applicable state and federal securities laws. The Common Stock issuable upon conversion of the Series B 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 Restated Certificate, 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 Stockholders' Agreement and under applicable state and federal securities laws.

Valid Issuance of Preferred and Common Stock. The -------------------------------------------- Series B -------------------------------------------- C Preferred Stock that is being purchased by the Investors 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, 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 Stockholders' Agreement and under applicable state and federal securities laws. The Common Stock issuable upon conversion of the Series B 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 Restated Certificate, 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 Stockholders' Agreement and under applicable state and federal securities laws.