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 which is 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, will be free of restrictions on transfer other than restrictions on transfer under this Agreement and the Investors' Rights Agreement and Shareholders' Agreement and under applicable state and federal securities laws 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. The Common Stock issuable upon conversion of the Series A Preferred Stock purchased under this Agreement has been duly and validly reserved for issuance and, upon issuance in accordance with the terms of the Articles of Incorporation, shall be duly and validly issued, fully paid and nonassessable, will be free of restrictions on transfer. other than restrictions on transfer under this Agreement, the Investors' Rights Agreement, the Shareholders Agreement and under applicable state and federal securities laws, 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 A Preferred Stock hereunder.

Valid Issuance of Preferred and Common Stock. The Series A 1 Preferred Stock which that is 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, fully paid paid, and nonassessable, will be nonassessable and the Investor shall have good and marketable title to the shares of Series 1 Preferred Stock free of any liens or restrictions on transfer (unless created by the Investor) other than restrictions on transfer under expressly set forth in this Agreement and Agreement, the Investors' Rights Agreement and ShareholdersStockholders' Agreement and under applicable state and federal securities laws and, based or the Registration Rights Agreement. Based in part upon the representations of the Investors Investor in this Agreement, the shares of Series 1 Preferred Stock will be issued in compliance with all applicable state and federal and state securities laws. The Common Stock issuable upon conversion of the Series A 1 Preferred Stock purchased under this Agreement has been duly and validly reserved for issuance and, upon issuance in accordance with the terms of the Articles Certificate of IncorporationAmendment, shall will be duly and validly issued, fully paid paid, and nonassessable, will be free of restrictions on transfer. other than restrictions on transfer under this Agreement, the Investors' Rights Agreement, the Shareholders Agreement nonassessable and under issued in compliance with applicable state and federal securities laws, laws and issued in compliance with all applicable securities laws, as presently in effect, the Investor shall have good and marketable title to the shares of the United States and each of the states whose securities laws govern the issuance Common Stock free of any of liens or restrictions (unless created by the Series A Preferred Stock hereunderInvestor) other than restrictions expressly set forth in this Agreement, the Stockholders' Agreement or the Registration Rights Agreement.

Valid Issuance of Preferred and Common Stock. The Series A B -------------------------------------------- Preferred Stock which 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, fully paid and nonassessable, free and clear of all liens and other encumbrances and will be free of restrictions on transfer transfer, other than restrictions on transfer under this Agreement and Agreement, the Investors' Rights Agreement and ShareholdersAgreement, the Stockholders' Agreement and under applicable state and federal securities laws 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. The Common Stock issuable upon conversion of the Series A B Preferred Stock purchased under this Agreement has been duly and validly reserved for issuance and, upon issuance in accordance with the terms of the Articles of IncorporationRestated Certificate, shall will be duly and validly issued, fully paid and nonassessable, free and clear of all liens and other encumbrances and will be free of restrictions on transfer. , other than restrictions on transfer under this Agreement, the Investors' Rights Agreement, the Shareholders Stockholders' Agreement and under applicable state and federal securities laws, 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 A Preferred Stock hereunder.

Valid Issuance of Preferred and Common Stock. The Series A D Preferred Stock which that is being purchased by the Investors Investor 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, fully paid paid, and nonassessable, and, based in part upon the representations of the Investor in this Agreement, will be issued in compliance with all applicable federal and state securities laws and will be free of restrictions on transfer other than restrictions on transfer under this Agreement and the Investors' Rights Agreement and Shareholders' Agreement and under applicable state and federal securities laws 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. The Common Stock issuable upon conversion of the Series A 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 Articles of IncorporationRestated Articles, shall will be duly and validly issued, fully paid and nonassessable, will be free of restrictions on transfer. other than restrictions on transfer under this Agreement, the Investors' Rights Agreement, the Shareholders Agreement and under applicable state and federal securities laws, 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 A D Preferred Stock hereunderand 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. (i) The Series A Preferred Stock which is being purchased by the Investors hereunder, Securities 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 nonassessablenonassessable and, based in part upon the representations of Seller made in this Agreement and/or to be made upon distribution of the Securities, will be issued in compliance with all applicable federal and state securities laws, and will be free of restrictions on transfer other than restrictions on transfer under this Agreement and Agreement, the Investors' Amendment to the Rights Agreement and Shareholders' Agreement attached hereto as Exhibit M, and under applicable state and --------- federal securities laws and, based in part laws. The Common Stock issuable upon the representations conversion of the Investors Securities has been duly and validly reserved for issuance, and upon issuance in accordance with the terms of the Certificate of Designation, shall be duly and validly issued, fully paid and nonassessable and free of restrictions on transfer other than restrictions on transfer under this Agreement, the Rights Agreement and applicable federal and state securities laws and will be issued in compliance with all applicable federal and state securities laws. . (ii) The outstanding shares of Common Stock issuable upon conversion of the Series A and Preferred Stock purchased under this Agreement has been are all duly and validly reserved for issuance and, upon issuance in accordance with the terms of the Articles of Incorporation, shall be duly authorized and validly issued, fully paid and nonassessable, will be free of restrictions on transfer. other than restrictions on transfer under this Agreement, the Investors' Rights Agreement, the Shareholders Agreement and under applicable state and federal securities laws, and were 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 A Preferred Stock hereunder.

Valid Issuance of Preferred and Common Stock. The Series A Preferred Stock which is Shares that are 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, herein will be duly and validly issued, fully paid 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 Amended and Restated Investors' Rights Agreement and Shareholders' Agreement and under applicable state and federal securities laws 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. The Common Stock issuable upon conversion of the Series A B Preferred Stock purchased under this Agreement has been duly and validly reserved for issuance and, upon issuance in accordance with the terms of the Articles of IncorporationRestated Articles, shall 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 and the Amended and Restated Investors' Rights Agreement, Agreement and under applicable state and federal securities laws. Subject to applicable restrictions on transfer under this Agreement and the Shareholders Amended and Restated Investors' Rights Agreement and under applicable state and federal securities laws, the issuance and issued in compliance with all applicable securities lawsdelivery of the Shares and the Common Stock issuable upon conversion thereof, as presently in effectapplicable, of the United States and each of the states whose securities laws govern the issuance of are not subject to any of the Series A Preferred Stock hereunderpreemptive or other similar rights or any liens or encumbrances.

Valid Issuance of Preferred and Common Stock. The -------------------------------------------- Series A Preferred Stock which 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, fully paid and nonassessable, free and clear of all liens and other encumbrances and will be free of restrictions on transfer transfer, other than restrictions on transfer under this Agreement and Agreement, the Investors' Rights Agreement and ShareholdersAgreement, the Stockholders' Agreement and under applicable state and federal securities laws 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. The Common Stock issuable upon conversion of the Series A Preferred Stock purchased under this Agreement has been duly and validly reserved for issuance and, upon issuance in accordance with the terms of the Articles of IncorporationRestated Certificate, shall will be duly and validly issued, fully paid and nonassessable, free and clear of all liens and other encumbrances and will be free of restrictions on transfer. , other than restrictions on transfer under this Agreement, the Investors' Rights Agreement, the Shareholders Stockholders' Agreement and under applicable state and federal securities laws, 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 A Preferred Stock hereunder.

Valid Issuance of Preferred and Common Stock. The -------------------------------------------- Series A C Preferred Stock which 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, fully paid and nonassessable, free and clear of all liens and other encumbrances and will be free of restrictions on transfer transfer, other than restrictions on transfer under this Agreement and Agreement, the Investors' Rights Agreement and ShareholdersAgreement, the Stockholders' Agreement and under applicable state and federal securities laws 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. The Common Stock issuable upon conversion of the Series A C Preferred Stock being purchased under this Agreement hereunder has been duly and validly reserved for issuance and, upon issuance in accordance with the terms of the Articles of IncorporationRestated Certificate, shall will be duly and validly issued, fully paid and nonassessable, free and clear of all liens and other encumbrances and will be free of restrictions on transfer. , other than restrictions on transfer under this Agreement, the Investors' Rights Agreement, the Shareholders Stockholders' Agreement and under applicable state and federal securities laws, 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 A Preferred Stock hereunder.

Valid Issuance of Preferred and Common Stock. (a) The Series A Preferred Stock which is 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, will be free of restrictions on transfer other than restrictions on transfer under this Agreement and the Investors' Rights Agreement and Shareholders' Agreement and under applicable state and federal securities laws 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 lawslaws and will be free of restrictions on transfer other than restrictions on transfer under this Agreement and the Investors' Rights Agreement and under applicable stock and federal securities law. The Common Stock issuable upon conversion of the Series A Preferred Stock purchased under this Agreement has been duly and validly reserved for issuance and, upon issuance in accordance with the terms of the Articles Restated Certificate of Incorporation, shall be duly and validly issued, fully paid and nonassessable, will be free of restrictions on transfer. other than restrictions on transfer under this Agreement, the Investors' Rights Agreement, the Shareholders Agreement and under applicable state and federal securities laws, and issued in compliance with all applicable securities lawslaws and will be free of restrictions on transfer other than restrictions on transfer under this Agreement and the Investors' Rights Agreement and under applicable stock and federal securities law, as presently in effect, of the United States and each of the states whose securities laws govern the issuance of any of the Series A Preferred Stock hereunder. (b) The outstanding shares of 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.

Valid Issuance of Preferred and Common Stock. The Series A B Preferred Stock which is 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, will be free of restrictions on transfer other than restrictions on transfer under this Agreement and the Investors' Rights Agreement and Shareholders' Agreement and under applicable state and federal securities laws 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. The Common Stock issuable upon conversion of the Series A B Preferred Stock purchased under this Agreement has been duly and validly reserved for issuance and, upon issuance in accordance with the terms of the Articles of Incorporation, shall be duly and validly issued, fully paid and nonassessable, will be free of restrictions on transfer. transfer other than restrictions on transfer under this Agreement, the Investors' Rights Agreement, the Shareholders Shareholders' Agreement and under applicable state and federal securities laws, 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 A B Preferred Stock hereunder.

Valid Issuance of Preferred and Common Stock. The Series A -------------------------------------------- Preferred Stock which is being may be 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, fully paid and nonassessablenonassessable and, based in part upon the representations of the Investor 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 A Preferred hereunder, and will be free of restrictions on transfer other than restrictions on transfer under this Agreement and the Investors' Rights Agreement and Shareholders' Agreement and under applicable state and federal securities laws 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. The Common Stock issuable upon conversion of the Series A Preferred Stock purchased under this Agreement has been duly and validly reserved for issuance and, upon issuance in accordance with the terms of the Articles Amended Certificate of IncorporationDesignation, shall be duly and validly issued, fully paid and nonassessable, will be free and, based in part upon the representations of restrictions on transfer. other than restrictions on transfer under the Investor in this Agreement, the Investors' Rights Agreement, the Shareholders Agreement and under applicable state and federal securities laws, and shall 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 A Preferred (or the Common Stock hereunderissuable upon conversion thereof) 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 Company has reserved sufficient authorized but unissued Common Stock for issuance upon conversion of the Series A Preferred.

Valid Issuance of Preferred and Common Stock. The Series A -------------------------------------------- Preferred Stock which 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, fully paid paid, and nonassessable, . Such Series A Preferred Stock and the Warrants being purchased by the Investors hereunder will be free of restrictions on transfer other than restrictions on transfer under this Agreement and the Investors' Rights Agreement and Shareholders' Agreement Transaction Agreements and under applicable state and federal securities laws 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. The shares of Common Stock issuable upon conversion of the Series A Preferred Stock purchased under this Agreement has and upon exercise of the Warrants purchased under this Agreement have been duly and validly reserved for issuance and, upon issuance in accordance with the terms of the Articles Certificate of IncorporationDesignation or the Warrants, shall whichever is applicable, 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, the Investors' Rights Agreement, the Shareholders Agreement Transaction Agreements and under applicable state and federal securities laws, 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 A Preferred Stock hereunder.

Valid Issuance of Preferred and Common Stock. (a) The Series A Preferred Stock which is being purchased by the Investors hereunderpursuant to this Agreement, when issued, sold and delivered 'in accordance with the terms hereof of this Agreement for the consideration expressed hereinin this Agreement, will be duly and validly issued, fully paid and nonassessable, will be nonassessable free of any liens, encumbrances, and restrictions on transfer (other than restrictions on transfer under this Agreement and the Investors' Registration Rights Agreement and Shareholders' Agreement and under applicable state and federal securities laws Agreement) 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. The Common Stock issuable upon conversion of the Series A Preferred Stock purchased under this Agreement has been duly and validly reserved for issuance and, upon issuance in accordance with the terms of the Articles Certificate of IncorporationDesignations, shall will be duly and validly issued, fully paid and nonassessable, will be free of any liens, encumbrances, and restrictions on transfer. (other than restrictions on transfer under this Agreement, Agreement and the Investors' Registration Rights Agreement, the Shareholders Agreement and under applicable state and federal securities laws, ) 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 A Preferred Stock hereunderpursuant to this Agreement. (b) The outstanding shares of 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.

Valid Issuance of Preferred and Common Stock. The Series A -------------------------------------------- Preferred Stock which 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, fully paid and nonassessable, free and clear of all liens and other encumbrances and will be free of restrictions on transfer transfer, other than restrictions on transfer under this Agreement and Agreement, the Investors' Rights Agreement and ShareholdersAgreement, the Stockholders' Agreement and under applicable state and federal securities laws 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. The Common Stock issuable upon conversion of the Series A Preferred Stock purchased under this Agreement has been duly and validly reserved for issuance and, upon issuance in accordance with the terms of the Articles of IncorporationRestated Certificate, shall will be duly and validly issued, fully paid and nonassessable, free and clear of all liens and other encumbrances and will be free of restrictions on transfer. , other than restrictions on transfer under this Agreement, the Investors' Rights Agreement, the Shareholders Stockholders' Agreement and under applicable state and federal securities laws, 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 A Preferred Stock hereunder.

Valid Issuance of Preferred and Common Stock. The Series A Preferred Stock which and the Series B Preferred Stock 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, fully paid and nonassessable, nonassessable and will be free of restrictions on transfer transfer, other than restrictions on transfer under this Agreement Agreement, the Amended and the Investors' Rights Agreement and Restated Shareholders' Agreement and under applicable state and federal securities laws 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. The Common Stock issuable upon conversion of the Series A Preferred Stock purchased under this Agreement and upon exercise of the Investor Warrants purchased under this Agreement has been duly and validly reserved for issuance and, upon issuance in accordance with the terms of the Restated Articles of Incorporationor the Investor Warrants, shall as applicable, will be duly and validly issued, fully paid and nonassessable, nonassessable and will be free of restrictions on transfer. , other than restrictions on transfer under this Agreement, Agreement and the InvestorsAmended and Restated Shareholders' Rights Agreement, the Shareholders Agreement and under applicable state and federal securities laws. The sale of the Securities, and issued in compliance with all applicable securities laws, as presently in effect, the subsequent conversion or exercise of the United States Securities into Common Stock, are not and each of the states whose securities laws govern the issuance of will not be subject to any of the Series A Preferred Stock hereunderpreemptive rights.

Valid Issuance of Preferred and Common Stock. The Series A Preferred Stock which is Shares that are 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, herein will be duly and validly issued, fully paid 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 Shareholders' Agreement and under applicable state and federal securities laws 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. The Common Stock issuable upon conversion of the Series A 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 Articles of IncorporationRestated Articles, shall 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 and the Investors' Rights Agreement, Agreement and under applicable state and federal securities laws. Subject to applicable restrictions on transfer under this Agreement and the Shareholders Investors' Rights Agreement and under applicable state and federal securities laws, the issuance and issued in compliance with all applicable securities lawsdelivery of the Shares and the Common Stock issuable upon conversion thereof, as presently in effectapplicable, of the United States and each of the states whose securities laws govern the issuance of are not subject to any of the Series A Preferred Stock hereunderpreemptive or other similar rights or any liens or encumbrances.

Valid Issuance of Preferred and Common Stock. The Series A Preferred Stock which and Series B Preferred Stock 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, fully paid paid, and nonassessable, and will be free of restrictions on transfer other than restrictions on transfer under this Agreement and Agreement, the Investors' Rights Agreement and Shareholders' the Right of First Refusal and Co-Sale Agreement and under applicable state and federal securities laws 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. The Common Stock issuable upon conversion of the Series A Preferred Stock and Series B 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 Articles of Incorporation, shall 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, the Investors' Rights Agreement, Agreement and the Shareholders Right of First Refusal and Co-Sale Agreement and under applicable state and federal securities laws, 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 A Preferred Stock hereunder.

Valid Issuance of Preferred and Common Stock. The Series A Preferred Stock which 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, fully paid and nonassessable, nonassessable and will be free of restrictions on transfer transfer, other than restrictions on transfer under this Agreement and the Investors' Rights Agreement and Shareholders' Agreement and under applicable state and federal securities laws 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. The Common Stock issuable upon conversion of the Series A Preferred Stock purchased under this Agreement has been duly and validly reserved for issuance and, upon issuance in accordance with the terms of the Articles of IncorporationRestated Certificate, shall will be duly and validly issued, fully paid and nonassessable, nonassessable and will be free of restrictions on transfer. , other than restrictions on transfer under this Agreement, Agreement and the Investors' Rights Agreement, the Shareholders Agreement and under applicable state and federal securities laws. The Common Stock that is being purchased by Globix Corporation under the Common Stock Purchase Agreement, when issued, sold and issued delivered in compliance accordance with all the terms of the Common Stock Purchase Agreement for the consideration expressed therein, will be duly and validly issued, fully paid and nonassessable and will be free of restrictions on transfer, other than restrictions on transfer under the Common Stock Purchase Agreement and the Investors' Rights Agreement and under 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 A Preferred Stock hereunder.

Valid Issuance of Preferred and Common Stock. The Series A Preferred Stock which that is being purchased by the Investors Cisco hereunder, when issued, sold and delivered 'in accordance with the terms hereof 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 and validly issued, fully paid and nonassessable, nonassessable and will be free of restrictions on transfer transfer, other than restrictions on transfer under this Agreement and the Investors' Rights Agreement and Shareholders' Shareholders Agreement and under applicable state and federal securities laws 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. The Common Stock issuable upon conversion of the Series A 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 and validly reserved for issuance and, upon issuance in accordance with the terms of the Articles Certificate of Incorporation, shall will be duly and validly issued, fully paid and nonassessable, nonassessable and will be free of restrictions on transfer. , other than restrictions on transfer under this Agreement, the Investors' Rights Agreement, Agreement and the Shareholders Agreement and under applicable state and federal securities laws, 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 A Preferred Stock hereunder.

Valid Issuance of Preferred and Common Stock. The Series A Preferred Stock which is 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, will be nonassessable and free of any liens or encumbrances or restrictions on transfer other than restrictions on transfer under this Agreement and Agreement, the Investors' Rights Agreement and Shareholders' Agreement and under applicable state and federal securities laws 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. The Common Stock issuable upon conversion of the Series A Preferred Stock purchased under this Agreement has been duly and validly reserved for issuance and, upon issuance in accordance with the terms of the Articles of IncorporationRestated Articles, shall be duly and validly issued, fully paid and nonassessable, will be nonassessable and free of any liens or encumbrances or restrictions on transfer. transfer other than restrictions on transfer under this Agreement, the Investors' Rights Agreement, the Shareholders Agreement and under applicable state and federal securities laws, 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 A Preferred Stock hereunder. The Series A Preferred Stock which is being purchased by the Investors hereunder and the Common Stock issuable upon conversion thereof are not and will not be subject to any preemptive rights, rights of first refusal, rights of first offer or other similar rights that have not been properly waived or complied with.

Valid Issuance of Preferred and Common Stock. The Series A Preferred Stock which is Shares being purchased by the Investors hereunder, when issued, sold sold, and delivered 'in accordance with the terms hereof of this Agreement for the consideration expressed hereinin this Agreement, will be duly and validly issued, fully paid paid, and nonassessable, and will be free of any Liens or restrictions on transfer other than restrictions on transfer under this Agreement, the Investor Rights Agreement and the Investors' Rights Agreement and Shareholders' Agreement Certificates of Designations and under applicable state and federal securities laws 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. The Common Stock issuable upon conversion of the Series A Preferred Stock purchased under this Agreement Agreement, or issued in exchange for the Series B Preferred purchased under this Agreement, has been duly and validly reserved for issuance and, upon issuance in accordance with the terms of the Articles Series A Certificate of IncorporationDesignations, shall will be duly and validly issued, fully paid paid, and nonassessable, nonassessable and will be free of any Liens or restrictions on transfer. transfer other than restrictions on transfer under this Agreement, Agreement and the Investors' Investor Rights Agreement, the Shareholders Agreement and under applicable state and federal securities laws. The sale of the Preferred Shares is not, and issued in compliance with all applicable securities laws, as presently in effect, the subsequent conversion of the United States and each Preferred Shares into Common Stock will not be, subject to any preemptive rights, rights of first offer or any anti-dilution provisions contained in the states whose securities laws govern the issuance Company’s Certificate of Incorporation, bylaws or any of the Series A Preferred Stock hereunderother agreement.