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 Purchasers hereunder, when issued, sold and delivered in accordance with the terms of this Agreement for the consideration expressed herein, will be duly authorized and validly issued, fully paid, and nonassessable, and will be free of restrictions on transfer other than restrictions on transfer under this Agreement and under applicable state and federal securities laws. The Class A Voting Common Stock issuable upon conversion of the Series B Preferred Stock purchased under this Agreement has been duly authorized and validly reserved for issuance and, upon issuance in accordance with the terms of the Certificate of Designations, Preferences and Rights, will be duly authorized and validly issued, fully paid, and nonassessable and free of any liens or encumbrances created by the Company and will be free of restrictions on transfer other than restrictions on transfer under this Agreement and under applicable state and federal securities laws.

Valid Issuance of Preferred and Common Stock. The Series B E -------------------------------------------- Preferred Stock that is being purchased by the Purchasers Investor hereunder, when issued, sold and delivered in accordance with the terms of this Agreement for the consideration expressed herein, will be duly authorized 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 Amended and Restated Investors' Rights Agreement and under applicable state and federal securities laws. The Class A Voting 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 authorized and validly reserved for issuance and, upon issuance in accordance with the terms of the Certificate of Designations, Preferences and RightsRestated Certificate, will be duly authorized and validly issued, fully paid, and nonassessable and free of any liens or encumbrances created by the Company and will be free of restrictions on transfer other than restrictions on transfer under this Agreement and the Amended and Restated Investors' Rights 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 Purchasers Investors hereunder, when issued, sold and delivered in accordance with the terms of this Agreement for the consideration expressed herein, will be duly authorized 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 under applicable state and federal securities laws. The Class A Voting Common Stock issuable upon conversion of the Series B A Preferred Stock purchased under this Agreement has been duly authorized and validly reserved for issuance and, upon issuance in accordance with the terms of the Certificate of Designations, Preferences and RightsRestated Certificate, will be duly authorized and validly issued, fully paid, and nonassessable and free of any liens or encumbrances created by the Company and will be free of restrictions on transfer other than restrictions on transfer under this Agreement, and the Investors' Rights 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 Purchasers Cisco hereunder, when issued, sold and delivered in accordance with the terms of this Agreement for the consideration expressed herein, and the Preferred Stock that is being issued to the Investors pursuant to the Investor Stock Purchase Agreement when issued and delivered in accordance with the terms thereof, will be duly authorized 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 and the Shareholders Agreement and under applicable state and federal securities laws. The Class A Voting Common Stock issuable upon conversion of the Series B Preferred Stock purchased under this Agreement and the Investor Stock Purchase Agreement and the Common Stock issuable upon the exercise of Warrants which may be granted to Cisco has been duly authorized and validly reserved for issuance and, upon issuance in accordance with the terms of the Certificate of Designations, Preferences and RightsIncorporation, will be duly authorized and validly issued, fully paid, paid and nonassessable and free of any liens or encumbrances created by the Company and will be free of restrictions on transfer transfer, other than restrictions on transfer under this Agreement and the Shareholders 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 Purchasers Investors hereunder, when issued, sold and delivered in accordance with the terms of this Agreement for the consideration expressed herein, will be duly authorized and validly issued, fully paid, and nonassessable, 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 Class A Voting Common Stock issuable upon conversion of the Series B C Preferred Stock purchased under this Agreement has been duly authorized and validly reserved for issuance and, upon issuance in accordance with the terms of the Certificate of Designations, Preferences and RightsRestated Certificate, will be duly authorized and validly issued, fully paid, and nonassessable and free of any liens or encumbrances created by the Company and will be free of restrictions on transfer other than restrictions on transfer under this Agreement, the Investors' Rights Agreement and the Stockholders' Agreement 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 Purchasers Investors hereunder, when issued, sold and delivered in accordance with the terms of this Agreement for the consideration expressed herein, will be duly authorized and validly issued, fully 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 under applicable state and federal securities laws. The Class A Voting 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 authorized and validly reserved for issuance and, upon issuance in accordance with the terms of the Restated Certificate of Designations, Preferences and Rights, will be duly authorized and validly issued, fully paid, and nonassessable and free of any liens or encumbrances created by the Company 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 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 Purchasers Investors hereunder, when issued, sold and delivered in accordance with the terms of this Agreement for the consideration expressed herein, will be duly authorized 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 under applicable state and federal securities laws. The Class A Voting Common Stock issuable upon conversion of the Series B Preferred Stock purchased under this Agreement has been duly authorized and validly reserved for issuance and, upon issuance in accordance with the terms of the Certificate of Designations, Preferences and RightsRestated Certificate, will be duly authorized and validly issued, fully paid, and nonassessable and free of any liens or encumbrances created by the Company and will be free of restrictions on transfer other than restrictions on transfer under this Agreement and the Investors' Rights Agreement and under applicable state and federal securities laws.

Valid Issuance of Preferred and Common Stock. The Series B -------------------------------------------- A-1 Preferred Stock that is being purchased by the Purchasers Investor hereunder, when issued, sold and delivered in accordance with the terms of this Agreement for the consideration expressed herein, will be duly authorized 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, the Certificate of Designations and under applicable state and federal securities laws. The Class A Voting Common Stock issuable upon the limited conversion rights of the Series B A-1 Preferred Stock purchased under this Agreement (the "Conversion Shares") has been duly authorized and validly reserved for issuance and, upon issuance in accordance with the terms of the Company's Amended and Restated Certificate of Incorporation, as amended, (the "Certificate of Incorporation) and the Certificate of Designations, Preferences and Rights, will be duly authorized and validly issued, fully paid, paid and nonassessable and free of any liens or encumbrances created by the Company and will be free of restrictions on transfer transfer, other than restrictions on transfer under this 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 Purchasers Investor 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 authorized and validly issued, fully paid, and nonassessable, and will be free of any Liens or restrictions on transfer other than restrictions on transfer under this Agreement the Transaction Documents, the Certificate of Incorporation and the Series A Certificate and under applicable state and federal securities lawsLaws. The Class A Voting Common Stock issuable upon conversion of the Series B A Preferred Stock purchased under this Agreement has been duly authorized and validly reserved for issuance and, upon issuance in accordance with the terms of the Certificate of Designations, Preferences and RightsSeries A Certificate, will be duly authorized and validly issued, fully paid, and nonassessable and free of any liens or encumbrances created by the Company and will be free of any Liens or restrictions on transfer other than restrictions on transfer under this Agreement the Transaction Documents, the Certificate of Incorporation and under applicable state and federal securities lawsLaws. The sale of the Series A Preferred Stock and Common Stock hereunder is not, and the subsequent conversion of the Series A Preferred Stock 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 Shares that is are being purchased by the Purchasers Investors hereunder, when issued, sold and delivered in accordance with the terms of this Agreement for the consideration expressed herein, herein will be duly authorized and validly issued, fully paid, and nonassessable, will have the rights, preferences, privileges and restrictions described in the Restated Articles, and will be free of restrictions on transfer other than restrictions on transfer under this Agreement and the Investors' Rights Agreement and under applicable state and federal securities laws. The Class A Voting Common Stock issuable upon conversion of the Series B C Preferred Stock purchased under this Agreement has been duly authorized and validly reserved for issuance and, upon issuance in accordance with the terms of the Certificate of Designations, Preferences and RightsRestated Articles, will be duly authorized and validly issued, fully paid, and nonassessable and free of any liens or encumbrances created by the Company and will be free of restrictions on transfer other than restrictions on transfer under this Agreement and the Investors' Rights Agreement and under applicable state and federal securities laws. Subject to applicable restrictions on transfer under this Agreement and the Investors' Rights Agreement and under applicable state and federal securities laws, the issuance and delivery of the Shares and the Common Stock issuable upon conversion thereof, as applicable, are not subject to any preemptive or other similar rights or any liens or encumbrances.