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, when issued and delivered in accordance with the terms of this Conversion Agreement, will be duly and validly issued, fully paid, and nonassessable, and will be free of restrictions on transfer other than those stated in this Conversion Agreement and/or that may arise under applicable state and federal securities laws. The common stock of MPI issuable upon conversion of the Series A Preferred Stock has been duly and validly reserved for issuance and, upon issuance in accordance with the terms of the Certificate of Amendment, will be duly and validly issued, fully paid, and nonassessable, and will be free of restrictions on transfer other than those stated in this Conversion Agreement and/or that may arise under applicable state and federal securities laws.

Valid Issuance of Preferred and Common Stock. The Series A --------------------------------------------- -------------------------------------------- Preferred Stock, when issued and delivered in accordance with the terms of this Conversion Agreement, will be duly and validly issued, fully paid, and nonassessable, and will be free of restrictions on transfer other than those stated in this Conversion Agreement and/or that may arise under applicable state and federal securities laws. The common stock of MPI issuable upon conversion of the Series A Preferred Stock has been duly and validly reserved for issuance and, upon issuance in accordance with the terms of the Certificate of Amendment, will be duly and validly issued, fully paid, and nonassessable, and will be free of restrictions on transfer other than those stated in this Conversion Agreement and/or that may arise under applicable state and federal securities laws.

Valid Issuance of Preferred and Common Stock. The Series A --------------------------------------------- Preferred -------------------------------------------- Stock, when issued and delivered in accordance with the terms of this Conversion Agreement, will be duly and validly issued, fully paid, and nonassessable, and will be free of restrictions on transfer other than those stated in this Conversion Agreement and/or that may arise under applicable state and federal securities laws. The common stock of MPI issuable upon conversion of the Series A Preferred Stock has been duly and validly reserved for issuance and, upon issuance in accordance with the terms of the Certificate of Amendment, will be duly and validly issued, fully paid, and nonassessable, and will be free of restrictions on transfer other than those stated in this Conversion Agreement and/or that may arise under applicable state and federal securities laws.

Valid Issuance of Preferred and Common Stock. The shares of Series A --------------------------------------------- B -------------------------------------------- Preferred Stock, when issued and delivered in accordance with the terms of this Conversion AgreementAgreement for the consideration expressed herein, will be duly and validly issued, fully paid, paid and nonassessable, nonassessable and will be free of restrictions on transfer transfer, other than those stated in restrictions on transfer contemplated by this Conversion Agreement and/or that may arise and the other Transaction Documents and under applicable state and federal securities laws. The common stock shares of MPI issuable upon conversion of the Series A Preferred Converted Common Stock has and Dividended Common Stock have been duly and validly reserved for issuance and, upon issuance in accordance with the terms of the Certificate of AmendmentCertificate, will be duly and validly issued, fully paid, paid and nonassessable, nonassessable and will be free of restrictions on transfer transfer, other than those stated in restrictions on transfer contemplated by this Conversion Agreement and/or that may arise and the other Transaction Documents and under applicable state and federal securities laws.

Valid Issuance of Preferred and Common Stock. The Series A --------------------------------------------- BB -------------------------------------------- Preferred StockStock that is being purchased by each of the Investors hereunder, when issued issued, sold and delivered in accordance with the terms of this Conversion AgreementAgreement 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 those stated in restrictions on transfer under this Conversion Agreement and/or that may arise and the Investors' Rights Agreement and under applicable state and federal securities laws. The common stock of MPI Common Stock issuable upon conversion of the Series A BB Preferred Stock purchased under this Agreement has been duly and validly reserved for issuance and, upon issuance in accordance with the terms of the Certificate of AmendmentRestated Articles, will be duly and validly issued, fully paid, and nonassessable, nonassessable and will be free of restrictions on transfer other than those stated in restrictions on transfer under this Conversion Agreement and/or that may arise and the Investors' Rights Agreement and under applicable state and federal securities laws.

Valid Issuance of Preferred and Common Stock. The Series A --------------------------------------------- Preferred Stock, when issued and delivered in accordance with the terms of this Conversion Agreement, will be duly and validly issued, fully paid, and nonassessable, and will be free of restrictions on transfer other than those stated in this Conversion Agreement and/or that may arise under applicable state and federal securities laws. The common stock of MPI issuable upon conversion of the Series A Preferred Stock has been duly and validly reserved for issuance and, upon issuance in accordance with the terms of the Certificate of Amendment, will be duly and validly issued, fully paid, and nonassessable, and will be free of restrictions on transfer other than those stated in this Conversion Agreement and/or that may arise under applicable state and federal securities laws.