Common use of Validity of Stock Clause in Contracts

Validity of Stock. The Purchased Shares and the Note Shares, when issued, sold and delivered in compliance with the provisions of this Agreement and will be validly issued, fully paid and nonassessable, will be free of any liens or encumbrances, and will not be subject to any preemptive rights, rights of first refusal or redemption rights, other than as provided herein and in the Restated Articles of Incorporation and the Bylaws (the "Bylaws") of the Company. The Purchased Shares and the Note Shares are not subject to any preemptive rights or rights of first refusal or redemption rights (other than as provided herein and in the Restated Articles of Incorporation and the Bylaws) and, upon issuance, will be validly issued, fully paid and non-assessable.

Validity of Stock. The Purchased Shares, the Warrant Shares and the Note ----------------- Additional Shares, when issued, sold and delivered in compliance with the provisions of this Agreement and Agreement, will be validly issued, fully paid and nonassessable, will be free of any liens or encumbrances, and will not be subject to any preemptive rights, rights of first refusal or redemption rights, other than as provided herein and in the Restated Articles of Incorporation and the Bylaws (the "Bylaws") of the CompanyArticles. The Purchased Conversion Shares have been duly and validly reserved, and neither they nor the Note Shares issuance thereof are not subject to any preemptive rights or rights of first refusal or redemption rights (other than as provided herein and in the Restated Articles of Incorporation and the Bylaws) rights, and, upon issuance, they will be validly issued, fully paid and non-assessablenonassessable.

Validity of Stock. The Purchased Shares and the Note Shares, when issued, sold and delivered in compliance with the provisions of this Agreement and delivered, will be validly issued, fully paid and nonassessable, will be free of any and all liens or encumbrances, and will not be subject to any preemptive rights, rights of first refusal or redemption rights, other than as provided herein and in the Restated Articles of Incorporation and the Bylaws (the "Bylaws") of the Company. The Common Stock issuable upon conversion of the Purchased Shares has been duly and validly reserved, and neither it nor the Note Shares are not issuance thereof is subject to any preemptive rights or rights of first refusal or redemption rights (other than as provided herein and in the Restated Articles of Incorporation and the Bylaws) rights, and, upon issuance, it will be validly issued, fully paid and non-assessablenonassessable.