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

Valid Issuance of Preferred and Common Stock. The Shares that are 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, and will be free of restrictions on transfer other than restrictions on transfer under this Agreement and the Stockholders' Agreement and under the Company's Bylaws (the "Bylaws") and applicable state and federal securities laws. The Common Stock issuable upon conversion of the Shares 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 and will be free of restrictions on transfer other than restrictions on transfer under this Agreement and the Stockholders' Agreement and under the Bylaws and applicable state and federal securities laws.

Valid Issuance of Preferred and Common Stock. The Shares shares of Series B Preferred Stock that are being purchased by the Investors hereunder, when issued, sold, issued 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, and will be free of restrictions on transfer other than restrictions on transfer under this Agreement and the Stockholders' Agreement Transaction Documents and under the Company's Bylaws (the "Bylaws") applicable federal and applicable state and federal securities laws. The shares of Common Stock issuable upon conversion of shares of the Shares Series B Preferred Stock that are being purchased under this Agreement has by the Investors hereunder have 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 and will be free of restrictions on transfer other than restrictions on transfer under this Agreement and the Stockholders' Agreement Transaction Documents and under the Bylaws applicable federal and applicable state and federal securities laws.

Valid Issuance of Preferred and Common Stock. The Shares shares of Series A Preferred Stock that are being purchased by the Investors hereunder, when issued, sold, issued 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, and will be free of restrictions on transfer other than restrictions on transfer under this Agreement and the Stockholders' Agreement Transaction Documents and under the Company's Bylaws (the "Bylaws") applicable federal and applicable state and federal securities laws. The shares of Common Stock issuable upon conversion of shares of the Shares Series A Preferred Stock that are being purchased under this Agreement has by the Investors hereunder have 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 and will be free of restrictions on transfer other than restrictions on transfer under this Agreement and the Stockholders' Agreement Transaction Documents and under the Bylaws applicable federal and applicable state and federal securities laws.

Valid Issuance of Preferred and Common Stock. The Shares Commitment Stock, Swap Stock and the Company Warrant that are is being purchased by the Investors IPVC hereunder, when issued, sold, 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, and will be free of restrictions on transfer other than restrictions on transfer under this Agreement and the Stockholders' Shareholders Agreement and under the Company's Bylaws (the "Bylaws") and applicable state and federal securities laws. The Common Stock issuable upon conversion conver sion of the Shares Company Warrant purchased under this Agreement has been duly and validly reserved for issuance and, upon issuance exercise in accordance with the terms of the Restated Certificate, Company Warrant (Exhibit B) will be duly and validly issued, fully paidpaid and nonassessable, and nonassessable and will be free of restrictions on transfer other than restrictions on transfer under this Agreement and the Stockholders' Shareholders Agreement and under the Bylaws and applicable state and federal securities laws.

Valid Issuance of Preferred and Common Stock. The Shares Series D Preferred Stock that are is being purchased by the Investors hereunder, when issued, sold, 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, nonassessable and will be free of restrictions on transfer transfer, other than restrictions on transfer under this Agreement Agreement, the Investors' Rights Agreement, and the Stockholders' Voting Agreement and under the Company's Bylaws (the "Bylaws") and applicable state and federal securities laws. The Common Stock issuable upon conversion of the Shares Series 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 Certificate, will be duly and validly issued, fully paid, paid and nonassessable and will be free of restrictions on transfer transfer, other than restrictions on transfer under this Agreement Agreement, the Investors' Rights Agreement, and the Stockholders' Voting Agreement and under the Bylaws and applicable state and federal securities laws.

Valid Issuance of Preferred and Common Stock. The Shares Series A Preferred Stock that are 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, and will be free of restrictions on transfer other than restrictions on transfer under this Agreement and the Stockholders' Investors’ Rights Agreement and under the Company's Bylaws (the "Bylaws") and applicable state and federal securities securi- ties laws. The Common Stock issuable upon conversion of the Shares Series A Preferred Stock being 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 and will be free of restrictions restric- tions on transfer other than restrictions on transfer under this Agreement and the Stockholders' Investors’ Rights Agreement and under the Bylaws and applicable state and federal securities laws.

Valid Issuance of Preferred and Common Stock. The Shares shares of Series C Preferred Stock that are being purchased by the Investors hereunder, when issued, sold, issued 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, and will be free of restrictions on transfer other than restrictions on transfer under this Agreement and the Stockholders' Agreement Transaction Documents and under the Company's Bylaws (the "Bylaws") applicable federal and applicable state and federal securities laws. The shares of Common Stock issuable upon conversion of shares of the Shares Series C Preferred Stock that are being purchased under this Agreement has by the Investors hereunder have 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 and will be free of restrictions on transfer other than restrictions on transfer under this Agreement and the Stockholders' Agreement Transaction Documents and under the Bylaws applicable federal and applicable state and federal securities laws.