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

Valid Issuance of Preferred and Common Stock. (a) The shares of Series E Preferred Stock which are 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, 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 and such shares of Series E Preferred Stock will be fully paid and non-assessable. The Common Stock issuable upon conversion of the Series E Preferred Stock purchased under this Agreement has been duly and validly reserved for issuance and, upon issuance in accordance with the terms of the Amended and Restated Articles of Incorporation, shall be duly and validly issued, fully paid and nonassessable, 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 E Preferred Stock hereunder. (b) The outstanding shares of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock and Common Stock are all duly and validly authorized and issued, fully paid and nonassessable, and were issued in compliance with all applicable federal and state securities laws. The outstanding warrants to purchase Series C-1 Preferred Stock were duly and validly authorized and issued, and the shares of Series C-1 Preferred Stock underlying such warrants have been duly and validly reserved for issuance.

Valid Issuance of Preferred and Common Stock. (a) The shares of Series E F Preferred Stock which are 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, and, based in part upon the representations of the Investors Investor in this Agreement, will be issued in compliance with all applicable federal and state securities laws and such shares of Series E F Preferred Stock will be fully paid and non-assessable. The Common Stock issuable upon conversion of the Series E F Preferred Stock purchased under this Agreement has been duly and validly reserved for issuance and, upon issuance in accordance with the terms of the Amended and Restated Articles of Incorporation, shall be duly and validly issued, fully paid and nonassessable, 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 E F Preferred Stock hereunder. (b) The outstanding shares of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock and Common Stock are all duly and validly authorized and issued, fully paid and nonassessable, and were issued in compliance with all applicable federal and state securities laws. The outstanding warrants to purchase Series C-1 Preferred Stock were duly and validly authorized and issued, and the shares of Series C-1 Preferred Stock underlying such warrants have been duly and validly reserved for issuance.and

Valid Issuance of Preferred and Common Stock. (a) The shares of Series E Preferred Stock which are is being purchased by the Investors hereunder, when issued, sold delivered and delivered paid for in accordance with the terms hereof for the consideration expressed herein, will be duly and validly authorized and issued, fully paid and nonassessable 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 and such shares of Series E Preferred Stock will be fully paid and non-assessablelaws. The Common Stock issuable upon conversion of the Series E Preferred Stock purchased under this Agreement has been or will be on or prior to the Closing, duly and validly reserved for issuance and, upon issuance in accordance with the terms of the Amended and Restated Articles of Incorporationissuance, shall will be duly and validly issued, fully paid and nonassessable, 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 E Preferred Stock hereunder. (b) The outstanding shares of Common Stock, Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Stock and Series D Preferred Stock and Common Stock are all duly and validly authorized and issued, fully paid and nonassessable, and were issued in compliance with all applicable federal and state securities laws. The outstanding warrants to purchase Series C-1 Preferred Stock were duly and validly authorized and issued, and the shares of Series C-1 Preferred Stock underlying such warrants have been duly and validly reserved for issuance.

Valid Issuance of Preferred and Common Stock. (a) The shares of Series E A Preferred Stock which are is being purchased by the Investors hereunder, when issued, sold and delivered in accordance with the terms hereof for the consideration expressed hereinor thereof, will be duly authorized and validly issued, fully paid and nonassessable and, based in part upon assuming the accuracy of the representations of the Investors in this Agreement, will be issued in compliance with all applicable federal and state securities laws and such shares of Series E Preferred Stock will be fully paid and non-assessablelaws. The Common Stock issuable upon conversion of the Series E A Preferred Stock purchased under this Agreement has been or, as of the Closing, will be duly and validly reserved for issuance and, upon issuance in accordance with the terms of the Amended Certificate of Designation, Preferences and Restated Articles Rights of Incorporation, the Series A Preferred Stock shall be duly and validly issued, fully paid and nonassessable, and and, assuming the accuracy of the representations of the Investors in this Agreement, will be 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 E A Preferred Stock hereunder. (b) The outstanding shares of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock and Common Stock are all duly and validly authorized and issued, fully paid and nonassessable, and were issued in compliance with all applicable federal and state securities laws. The outstanding warrants , subject to purchase Series C-1 Preferred Stock were duly and validly authorized and issued, and such exceptions relating to certain issuances that will not individually or in the shares of Series C-1 Preferred Stock underlying such warrants aggregate have been duly and validly reserved for issuancea Material Adverse Effect.

Valid Issuance of Preferred and Common Stock. (a) The shares of Series E D Preferred Stock which are that is being purchased by the Investors hereunder, when issued, sold hereunder will upon issuance and delivered in accordance with the terms hereof for the consideration expressed herein, will delivery hereunder be duly and validly issued, 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 and such shares of Series E Preferred Stock will be fully paid and non-assessablenonassessable, 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 Common Series D-1 Preferred Stock issuable upon conversion of the Series E D Preferred Stock purchased under this Agreement has and the Common Stock issuable upon conversion of such Series D Preferred Stock and the Series D-1 Preferred Stock have been duly and validly reserved for issuance and, upon issuance in accordance with the terms of the Amended and Restated Articles of IncorporationArticles, shall will be duly and validly issued, fully paid and nonassessable, nonassessable and issued in compliance with all 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 Series D Preferred Stock that is being purchased hereunder, as presently in effect, the Series D-1 Preferred Stock issuable upon conversion of the United States and each of the states whose securities laws govern the issuance of any of the Series E Preferred Stock hereunder. (b) The outstanding shares of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock and the Common Stock are all duly and validly authorized and issued, fully paid and nonassessable, and were issued in compliance with all applicable federal and state securities laws. The outstanding warrants to purchase issuable upon conversion of the Series C-1 Preferred Stock were duly and validly authorized and issued, and the shares of Series C-1 Preferred Stock underlying such warrants have been duly and validly reserved for issuance.D Preferred

Valid Issuance of Preferred and Common Stock. (a) The shares of Series E C-2 Preferred Stock which are 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, and the Series D Preferred Stock when issued upon exercise of the Warrants will be duly and validly issued, andfully paid and nonassessable and will be free of restrictions on transfer, based in part upon the representations of the Investors in other than restrictions on transfer (i) under this Agreement, will be issued in compliance with all the Investor’s Rights Agreement, the Voting Agreement and the Co-Sale and Right of First Refusal Agreement (each as amended), (ii) under applicable state and federal and state securities laws and such shares (iii) otherwise imposed as a result of Series E Preferred Stock will be fully paid and non-assessableactions taken by Investors. The Common Stock issuable upon conversion of the Series E C-2 Preferred Stock and Series D Preferred Stock (upon issuance after 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 Amended and Restated Articles of IncorporationCertificate, shall will be duly and validly issued, fully paid and nonassessablenonassessable and will be free of restrictions on transfer, other than restrictions on transfer (i) under this Agreement, the Investor’s Rights Agreement and issued in compliance with all the Voting Agreement (each as amended), (ii) under applicable securities laws, as presently in effect, of the United States state and each of the states whose federal securities laws govern the issuance and (iii) otherwise imposed as a result of any of the Series E Preferred Stock hereunderactions taken by Investors. (b) The outstanding shares of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock and Common Stock are all duly and validly authorized and issued, fully paid and nonassessable, and were issued in compliance with all applicable federal and state securities laws. The outstanding warrants to purchase Series C-1 Preferred Stock were duly and validly authorized and issued, and the shares of Series C-1 Preferred Stock underlying such warrants have been duly and validly reserved for issuance.

Valid Issuance of Preferred and Common Stock. (a) The shares of Series E C Preferred Stock which are being purchased issued by the Company to 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 and free and clear of any liens and encumbrances other than those set forth herein and, based in part upon the representations of the Investors Investor in this Agreement, will be issued in compliance with all applicable federal and state securities laws and such shares of Series E Preferred Stock will be fully paid and non-assessablelaws. The Common Stock issuable upon conversion of the Series E C Preferred Stock purchased under this Agreement has been duly and validly reserved for issuance and, upon issuance and in accordance with the terms of the Amended and Restated Articles Certificate of Incorporation, shall be duly and validly issued, fully paid and nonassessable, nonassessable and issued in compliance with all applicable federal and state 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 E Preferred Stock hereunder. (b) The outstanding shares of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock and Common Stock are all have been duly and validly authorized and issued, are fully paid and nonassessable, and were issued in compliance with all applicable federal and state securities laws. Each holder of Common Stock (other than Xxxxxx Xxx Trombadore, Xxxx Xxxxxxxx and Xxxx Xxxxxxxxx) has entered into a customary restricted common stock purchase agreement. Copies of these agreements will be delivered to counsel to the Investors upon request. (c) The outstanding warrants to purchase shares of Series C-1 A and Series B Preferred Stock were have been duly and validly authorized and issued, are fully paid and the shares of Series C-1 Preferred Stock underlying such warrants have been duly nonassessable, and validly reserved for issuancewere issued in compliance with all applicable federal and state securities laws.

Valid Issuance of Preferred and Common Stock. (a) The shares of Series E Preferred Stock which are 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 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 as presently in effect, of the United States and such shares each of the states whose securities laws govern the issuance of any of the Series E Preferred Stock will be fully paid and non-assessablehereunder. The Common Stock issuable upon conversion of the Series E Preferred Stock purchased under this Agreement has been duly and validly reserved for issuance and, upon issuance in accordance with the terms of the Amended and Restated Articles of IncorporationArticles, shall will be duly and validly issued, fully paid and nonassessable, and assuming the representations of the Investors in this Agreement continue to be true and correct as of the date of such conversion or exercise, 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 E Preferred Stock hereunder. (b) The outstanding shares of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock and Common Stock are all duly and validly authorized and issued, fully paid and nonassessable, and were issued in compliance with all applicable federal securities laws as presently in effect, of the United States and state each of the states whose securities laws. The outstanding warrants to purchase laws govern the issuance of any of the Series C-1 A Preferred Stock, Series C Preferred Stock, Series D Preferred Stock were duly and validly authorized and issued, and the shares of Series C-1 Preferred Stock underlying such warrants have been duly and validly reserved for issuanceCommon Stock.

Valid Issuance of Preferred and Common Stock. (a) The shares of Series E C Preferred Stock which are 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, andfully paid, based in part upon and nonassessable, and will be free of restrictions on transfer other than restrictions on transfer under this Agreement and the representations of the Investors in this Investors' Rights Agreement, and will be have been issued in full compliance with all applicable preemptive rights and all applicable state and federal and state securities laws and such shares of Series E Preferred Stock will be fully paid and non-assessablelaws. The Common Stock issuable upon conversion of the Series E 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 Amended and Restated Articles of IncorporationCertificate, shall will be duly and validly issued, fully paid and nonassessablepaid, and nonassessable and will be free of restrictions on transfer other than restrictions on transfer under this Agreement and the Investors' Rights Agreement and will have been issued in full compliance with all applicable preemptive rights and all applicable state and federal 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 E Preferred Stock hereunder. (b) The outstanding shares of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock and Common Stock the capital stock of the Company are all duly and validly authorized and issued, fully paid and nonassessablenon assessable, and were such shares of such capital stock, and all outstanding stock, options and other securities of the Company have been issued in full compliance with all applicable preemptive rights, with the registration and prospectus delivery requirements of the Securities Act of 1933, as amended (the "Act"), and with the registration and qualification requirements of all applicable state securities laws, or in compliance with applicable exemptions therefrom, and all other provisions of applicable federal and state securities laws. The outstanding warrants to purchase Series C-1 Preferred Stock were duly and validly authorized and issued, and the shares of Series C-1 Preferred Stock underlying such warrants have been duly and validly reserved for issuanceincluding without limitation, anti-fraud provisions.

Valid Issuance of Preferred and Common Stock. (a) The shares of Series E C Preferred Stock which are being purchased issued by the Company to 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 and free and clear of any liens and encumbrances other than those set forth herein and, based in part upon the representations of the Investors Investor in this Agreement, will be issued in compliance with all applicable federal and state securities laws and such shares of Series E Preferred Stock will be fully paid and non-assessablelaws. The Common Stock issuable upon conversion of the Series E C Preferred Stock purchased under this Agreement has been duly and validly reserved for issuance and, upon issuance and in accordance with the terms of the Amended and Restated Articles Certificate of Incorporation, shall be duly and validly issued, fully paid and nonassessable, nonassessable and issued in compliance with all applicable federal and state 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 E Preferred Stock hereunder. (b) The outstanding shares of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock and Common Stock are all have been duly and validly authorized and issued, are fully paid and nonassessable, and were issued in compliance with all applicable federal and state securities laws. Each holder of Common Stock (other than Xxxxxx Xxx Trombadore, Xxxx Xxxxxxxx, Xxxx Xxxxxxxxx, X. Xxxxxx and X. Xxxxxx) has entered into a customary restricted common stock purchase agreement. Copies of these agreements will be delivered to counsel to the Investors upon request. (c) The outstanding warrants to purchase shares of Series C-1 A and Series B Preferred Stock were have been duly and validly authorized and issued, are fully paid and the shares of Series C-1 Preferred Stock underlying such warrants have been duly nonassessable, and validly reserved for issuancewere issued in compliance with all applicable federal and state securities laws.