Common use of Authorized and Outstanding Stock Clause in Contracts

Authorized and Outstanding Stock. Immediately prior to the consummation of the transactions to be effected at the Closing, the authorized capital stock of the Company will consist of (i) 30,000,000 shares of common stock, par value $.001 per share, of which 5,609,500 shares are issued and outstanding, and (ii) 10,000,000 shares of preferred stock, par value $.001 per share, of which (w) 4,500,000 shares have been designated as Series A Convertible Preferred Stock (the "Series A Preferred Stock"), 4,000,000 of which are issued and outstanding, (x) 2,333,333 shares have been designated as Series B Convertible Preferred Stock (the "Series B Preferred Stock"), all of which are issued and outstanding and (y) 3,140,000 shares have been designated as Series C Convertible Preferred Stock (the "Series C Preferred Stock"), and the Company has committed to issue 3,387,550 shares of Series C Preferred Stock. Except as disclosed in Schedule 3.03, there are no outstanding subscriptions, options, warrants, commitments, agreements, arrangements or commitments of any kind for or relating to the issuance, or sale of, or outstanding securities convertible into or exchangeable for, any shares of capital stock of any class or other equity interests of the Company. Except as set forth in the Revised Charter or in Schedule 3.03, the Company has no obligation to purchase, redeem, or otherwise acquire any of its capital stock or other equity interests in the Company. After giving effect to the transactions contemplated hereby, all of the outstanding shares of capital stock of the Company will have been duly and validly authorized and issued and will be fully paid and non-assessable. The relative rights, preferences and other terms relating to the New Preferred, upon filing of the Revised Charter, will be substantially as set forth in the form of Revised Charter attached hereto as Exhibit B, and such rights and preferences would be valid and enforceable under Delaware law. Except as pursuant to the Stockholders' Agreement, dated as of May 17, 2000, by and among the Company and the stockholders of the Company identified on Annex I thereto, the Company has not granted any preemptive rights with respect to the issuance or sale of the Company's capital stock.

Authorized and Outstanding Stock. Immediately prior to the consummation of the transactions to be effected at At the Closing, the authorized -------------------------------- capital stock of the Company will consist of (i) 30,000,000 2,000,000 shares of common stock, par value $.001 per shareCommon Stock, of which 5,609,500 778,250 shares are validly issued and outstandingoutstanding and held of record and owned beneficially as set forth in Schedule 2.4 attached hereto, and ------------ of which 339,020 shares are held by the Company as treasury shares, and (ii) 10,000,000 400,000 shares of preferred stock, par value $.001 per sharePreferred Stock, of which (w) 4,500,000 160,000 shares will have been designated as Series A Convertible Preferred Stock (with the "rights, terms and privileges set forth in the Certificate of Incorporation and of which 144,640 shares of Series A Preferred StockStock will, upon consummation of the Closing, be issued and outstanding. All issued and outstanding shares of capital stock are, and when issued in accordance with the terms hereof, all Purchased Shares and Conversion Shares issued upon conversion of the Purchased Shares will be, duly and validly authorized, validly issued and fully paid and non-assessable and free from any restrictions on transfer, except for restrictions imposed (i) by federal or state securities or ")blue-sky" laws, 4,000,000 (ii) pursuant to this Agreement, any Related Agreement or created by any of the Investors, (iii) solely with respect to shares other than Purchased Shares or Conversion Shares, under stock option or similar agreements between the Company and its employees, or (iv) pursuant to those certain Stock Transfer Agreement (copies of which are issued and outstanding, (x) 2,333,333 shares have been designated attached hereto as Series B Convertible Preferred Stock (the "Series B Preferred Stock"Exhibit H), all of which are issued the --------- Shareholders Agreement, or the Stock Purchase and outstanding and (y) 3,140,000 shares have been designated as Series C Convertible Preferred Stock (Option Agreement between the "Series C Preferred Stock")Company, on one hand, and each of the Company has committed to issue 3,387,550 shares of Series C Preferred Stockpersons listed on Schedule 2.4, on the ------------ other hand. Except as disclosed in set forth on Schedule 3.032.4, there are no outstanding subscriptions------------ warrants, options, warrants, commitments, agreementspreemptive rights, arrangements rights to acquire or commitments purchase, conversion rights or demands of any kind for or character relating to the issuance, or sale of, or outstanding securities convertible into or exchangeable for, any shares of capital stock of any class or other equity interests of the Company. Except as set forth in the Revised Charter or in Schedule 3.03, the Company has no obligation to purchase, redeem, or otherwise acquire any of its capital stock or other equity interests in the Company. After giving effect to the transactions contemplated hereby, all of the outstanding shares of capital stock of the Company will have been duly and validly authorized and issued and will be fully paid and non-assessable. The relative rights, preferences and other terms relating to the New Preferred, upon filing of the Revised Charter, will be substantially as set forth in the form of Revised Charter attached hereto as Exhibit B, and such rights and preferences would be valid and enforceable under Delaware law. Except as pursuant to the Stockholders' Agreement, dated as of May 17, 2000, by and among the Company and the stockholders of the Company identified on Annex I thereto, the Company has not granted any preemptive rights with respect to the issuance or sale securities of the Company's capital stock.

Authorized and Outstanding Stock. Immediately prior to the consummation of the transactions to be effected at the Closing, the authorized capital stock Capital Stock of the Company will consist of (i) 30,000,000 50,000,000 shares of common stockits Common Stock, par value $.001 .01 per share, share of which 5,609,500 5,650,000 shares are issued and outstandingoutstanding (the “Common Stock”). Immediately prior to the consummation of the transactions contemplated hereby, and (ii) 10,000,000 the outstanding shares of preferred stockCommon Stock of the Company will be held beneficially and of record by the Company. Schedule 4.3 sets forth the name of each holder of options and warrants for Common Stock, par value $.001 per sharethe number of shares for which such options and warrants are exercisable with respect to each holder, of which (w) 4,500,000 shares have been designated as Series A Convertible Preferred Stock (along with the "Series A Preferred Stock")applicable vesting schedule, 4,000,000 of which are issued and outstanding, (x) 2,333,333 shares have been designated as Series B Convertible Preferred Stock (the "Series B Preferred Stock"), all of which are issued and outstanding and (y) 3,140,000 shares have been designated as Series C Convertible Preferred Stock (the "Series C Preferred Stock")if any, and the Company has committed to issue 3,387,550 shares of Series C Preferred Stockexercise price. Except as disclosed in Schedule 3.034.3 and pursuant to the Purchaser Documents, there are no outstanding subscriptions, options, warrants, phantom rights, commitments, agreements, arrangements or commitments of any kind for or relating to the issuance, or sale of, or outstanding securities convertible into or exchangeable for, any shares of capital stock Common Stock of any class or other equity interests of the Company. Except as set forth in the Revised Charter or in Schedule 3.034.3, the Company has no obligation to purchase, redeem, or otherwise acquire any of its capital stock Common Stock or other equity any interests in the Companytherein. After giving effect to the transactions contemplated hereby, all of the outstanding shares of capital stock Common Stock of the Company will have been duly and validly authorized and issued and will be fully paid and non-assessable. The offer, issuance, sale and delivery of the Notes and Warrants (and the shares of Common Stock issuable upon conversion or exercise thereon) are or will be, as applicable, exempt from the registration requirements of the Securities Act, as amended and the qualification or registration provisions of applicable state securities laws. Neither the Company nor its authorized agents will take any action that would cause the loss of such exemption. The relative rights, preferences and other terms relating to the New Preferred, upon filing of the Revised Charter, will be substantially Common Stock are as set forth in the form of Revised Charter Articles attached hereto as Exhibit BF hereto, and such rights and preferences would be are valid and enforceable under Delaware Kansas law. Except as pursuant to the Stockholders' AgreementThere are no preemptive rights, dated as rights of May 17first refusal, 2000, by and among the Company and the stockholders of the Company identified on Annex I thereto, the Company has not granted any preemptive put or call rights or obligations or anti-dilution rights with respect to the issuance issuance, sale or sale redemption of the Company's capital stock’s Common Stock, other than rights set forth herein or in the Articles of Incorporation. Other than the rights set forth in the Purchaser Documents or in Schedule 4.3, there are no rights to have the Company’s Common Stock registered for sale to the public pursuant to the laws of any jurisdiction, and there are no agreements of which the Company is aware, other than the Purchaser Documents, relating to the voting of the Company’s Common Stock or restrictions on the transfer of the Company’s Common Stock. The Company will at all times have authorized, and reserve and keep available, free from pre-emptive rights, shares of Common Stock for the purpose of enabling it to satisfy any obligation to issue Common Stock upon any exercise of the Warrants.

Authorized and Outstanding Stock. Immediately prior After giving effect to the consummation of the transactions to be effected at the Closingcontemplated hereby, the authorized capital stock of the Company will consist of (i) 30,000,000 shares of common stock, par value $.001 per shareits Common Stock, of which 5,609,500 9,925,447 shares are were issued and outstandingoutstanding as of November 21, 2003, and (ii) 10,000,000 9,000,000 shares of preferred stock, par value $.001 per share, of which (wa) 4,500,000 4,000,000 shares have been designated as Series A Convertible Preferred Stock (the "Series A Preferred Stock"), 4,000,000 par value $0.01 per share, no shares of which are issued and outstanding, and (xb) 2,333,333 1,500,000 shares have been designated as Series B Convertible Preferred Stock Stock, par value $0.01 per share (the "Series B Preferred Stock"), all 801,448 shares of which are issued and outstanding as of November 21, 2003, and (yc) 3,140,000 1,500,000 shares have been designated as Series C Convertible Preferred Stock (the "Series C Preferred Stock"), and the Company has committed to issue 3,387,550 166,667 shares of Series C Preferred Stockwhich are issued and outstanding. Except as disclosed in Schedule 3.03the Company SEC reports (as defined below) and in the Transaction Documents, there are no outstanding subscriptions, options, warrants, phantom rights, commitments, agreements, arrangements or commitments of any kind for or relating to the issuance, or sale of, or outstanding securities convertible into or exchangeable for, any shares of capital stock of any class or other equity interests of the Company. Except as set forth in the Revised Charter or in Schedule 3.03Company SEC Reports, the Company has no obligation to purchase, redeem, or otherwise acquire any of its capital stock or other equity any interests in the Companytherein. After giving effect to the transactions contemplated hereby, all of the outstanding shares of capital stock of the Company will have been duly and validly authorized and issued and will be fully paid and non-assessableassessable and free and clear of all liens and encumbrances created by or through the Company. Assuming the accuracy of the Investor's representations in Section III, the offer, issuance, sale and delivery of the Shares and Conversion Shares are or will be exempt from the registration requirements of the Securities Act of 1933, as amended (the "Act") and the qualification or registration provisions of applicable state securities laws. The relative Company has duly and validly authorized and reserved 1,500,000 shares of Common Stock for issuance upon conversion of the Series B Preferred Stock, and the shares issuable upon conversion of the Series B Preferred Stock in accordance with the Certificate of Incorporation will, upon such conversion and issuance, be validly issued, fully paid and non-assessable and free and clear of all liens and encumbrances created by or through the Company. The Company has duly and validly authorized and reserved 166,667 shares of Common Stock for issuance upon conversion of the Series C Preferred Stock, and the Conversion Shares issued in accordance with the Certificate of Incorporation will, upon such conversion and issuance, be validly issued, fully paid and non-assessable and free and clear of all liens and encumbrances created by or through the Company. There are no preemptive rights, preferences and other terms relating to the New Preferredrights of first refusal, upon filing of the Revised Charter, will be substantially as set forth in the form of Revised Charter attached hereto as Exhibit B, and such put or call rights and preferences would be valid and enforceable under Delaware law. Except as pursuant to the Stockholders' Agreement, dated as of May 17, 2000, by and among the Company and the stockholders of the Company identified on Annex I thereto, the Company has not granted any preemptive or obligations or anti-dilution rights with respect to the issuance issuance, sale or redemption of the Company's capital stock, other than rights set forth herein or in the Certificate of Incorporation. Other than the rights set forth in the Transaction Documents, there are no rights to have the Company's capital stock registered for sale to the public pursuant to the laws of any jurisdiction, and there are no agreements of which the Company is aware relating to the voting of the Company's voting securities or restrictions on the transfer of the Company's capital stock.

Authorized and Outstanding Stock. Immediately prior to the consummation As of the transactions to be effected at date hereof, the date of -------------------------------- the First Closing or the date of the Second Closing, as the case may be, the authorized capital stock of the Company will consist consists of (i) 30,000,000 500,000,000 shares of common stock, par value $.001 per share, Common Stock (the number of which 5,609,500 shares are validly issued and outstandingoutstanding shares of Common Stock, as well as the record and beneficial owners of such shares, are as set forth in Schedule 2.4 attached hereto); 23,391,813 shares have been reserved for ------------ issuance upon conversion of Series A Preferred Stock; 4,500,000 shares have been reserved for issuance upon exercise or exchange of the Series A Warrant; 15,000,000 shares have been reserved for issuance upon conversion of Series B Preferred Stock; 18,600,000 shares have been reserved for issuance upon exercise or exchange of the Series B Warrants; and 7,500,000 shares have been reserved for issuance pursuant to the Company's 1997 Stock Plan, under which 19,375 shares of Common Stock have been issued upon the exercise or exchange of options (options to purchase 3,848,583 shares of Common Stock were issued and outstanding as of October 31, 2000, and options to purchase 3,632,042 shares of Common Stock remain available for future issuance as of October 31, 2000); and (ii) 10,000,000 shares of preferred stock, par value $.001 per sharePreferred Stock, of which (w) 4,500,000 200,000 shares have been are designated as Series A Convertible Preferred Stock (the "Series A Preferred Stock"), 4,000,000 ," all of which shares are validly issued and outstandingoutstanding and held of record and owned beneficially as set forth in Schedule 2.4 attached hereto, (x) 2,333,333 and 60,000 shares have been are designated as Series B Convertible Preferred Stock (the "Series B ------------ Preferred Stock"), all ," none of which are issued and outstanding and (y) 3,140,000 shares have been designated as Series C Convertible Preferred Stock prior to the First Closing (the "Series C Preferred Stock"), and the Company has committed to issue 3,387,550 number of shares of Series C B Preferred Stock. Except Stock which are validly issued and outstanding immediately prior to the Second Closing, as disclosed well as the record and beneficial owners of such shares, shall be as set forth in Schedule 3.03-------- 2.4 attached hereto). The designations, there powers, preferences, rights, --- qualifications, limitations and restrictions in respect of each class and series of authorized capital stock of the Company are no outstanding subscriptionsas set forth in the Articles, optionsand all such designations, warrantspowers, commitmentspreferences, agreementsrights, arrangements qualifications, limitations and restrictions are valid, binding and enforceable and in accordance with all applicable laws, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or commitments of any kind for or other similar laws relating to the issuance, or sale of, or affecting creditors' rights generally and by general equitable principles. All issued and outstanding securities convertible into or exchangeable for, any shares of capital stock are, and when issued in accordance with the terms hereof, all Purchased Shares, the Series B Warrants and all Series B Underlying Shares will be, duly and validly authorized, validly issued and fully paid and nonassessable with no personal liability attaching to the ownership thereof (other than attributable to acts of the Purchaser), free and clear of all liens, charges, restrictions, claims or encumbrances of any class nature whatsoever and free from any restrictions on transfer (collectively, "Liens"), except for restrictions imposed by federal or other equity interests of the Companystate securities or "blue-sky" laws and except for those imposed pursuant to this Agreement or any Related Agreement. Except as set forth in on Schedule 2.4, (i) ------------ there are no outstanding shares of capital stock or voting securities of the Revised Charter or in Schedule 3.03Company, (ii) the Company has is not party to any shareholder agreement, voting agreement or any other agreement and, to the best knowledge of the Company, there is no obligation shareholder agreement, voting agreement, first refusal or preemptive rights agreement or any other agreement which would affect the rights of the shareholders of the Company and (iii) there are no outstanding warrants, options, commitments, preemptive rights, rights to acquire or purchase, redeemobligations to repurchase, redeem or otherwise acquire or to pay any dividend or make any other distribution in respect of, or conversion rights or demands of its any character relating to the capital stock or other equity interests in securities of the Company. After giving effect With respect to the transactions contemplated hereby, all each outstanding warrant or option to acquire securities of the Company, Schedule 2.4 sets forth the applicable holder, ------------ exercise price, vesting provisions and number of underlying securities; provided, that such information with respect to options shall only be as of October 31, 2000. All issued and outstanding shares of capital stock of the Company will have been duly were issued (x) in transactions exempt from the registration provisions of the Act, (y) in compliance with or in transactions exempt from the registration provisions of applicable state securities or "blue-sky" laws and validly authorized and issued and will be fully paid and non-assessable(z) in compliance with law in all other respects. The relative rights, preferences and other terms relating to the New Preferred, upon filing of the Revised Charter, will be substantially as set forth in the form of Revised Charter attached hereto as Exhibit B, and such rights and preferences would be valid and enforceable under Delaware law. Except as pursuant to the Stockholders' Agreement, dated as of May 17, 2000, by and among the Company and the stockholders of the Company identified on Annex I thereto, the Company has not granted any preemptive rights provided the Purchaser or its representatives with respect to the issuance or sale a true, correct and complete copy of the Company's capital stock.1997 Stock Plan, which is the only equity incentive plan or proposal that has been offered to any of the Company's or any of its Subsidiaries' employees, directors, officers or consultants, except as otherwise disclosed on Schedule 2.4. ------------

Authorized and Outstanding Stock. Immediately prior to the consummation of the transactions to be effected at the Closing, the The total authorized capital stock of the Company will consist consists of (i) 30,000,000 1,000,000 common shares without nominal or par value and 1,000,000 Class "A" Preference shares without nominal or par value, and the Company has no authority to issue any other shares. There are only 20 shares of the common stock, par value $.001 per share, stock of which 5,609,500 shares are the Company issued and outstanding, and (ii) 10,000,000 shares of preferred stock, par value $.001 per share, of which (w) 4,500,000 shares have been designated as Series A Convertible Preferred Stock (the "Series A Preferred Stock"), 4,000,000 of which are issued and outstanding, (x) 2,333,333 shares have been designated as Series B Convertible Preferred Stock (the "Series B Preferred Stock"), all of which are owned (of record and beneficially) by and are in possession of Xxxxxx Xxxxxxx and Xxxxxx Xxxxxxx, and only 90,000 Class "A" Preference shares issued and outstanding all of which are owned (of record and (ybeneficially) 3,140,000 shares have by Xxxxxx Xxxxxxx and Corunna Petroleum Limited all of which capital stock has been designated validly issued and is fully paid and nonassessable. There are no proxies, irrevocable or otherwise, or voting trusts or agreements outstanding or held by any person as Series C Convertible Preferred Stock (to any share of the "Series C Preferred Stock"), and the Company has committed to issue 3,387,550 shares of Series C Preferred Stock. Except as disclosed in Schedule 3.03, there 1.2 1.3 There are no outstanding subscriptions, options, warrants, calls contracts, demands, commitments, agreementsconvertible securities, or other agreements or arrangements of any kind, pursuant to which the Company is or commitments may be obligated to issue any shares of common or preferred stock or other securities of any kind for representing an actual or relating to the issuance, or sale of, or outstanding securities convertible into or exchangeable for, any shares of capital stock of any class or other equity interests of the Company. Except as set forth in the Revised Charter or in Schedule 3.03, the Company has no obligation to purchase, redeem, or otherwise acquire any of its capital stock or other equity interests contingent ownership interest in the Company. After giving effect to the transactions contemplated hereby, all including any right of the conversion or exchange under any outstanding security or other instrument, and no other shares of capital stock of the Company capital stock are reserved for any purpose. 1.4 1.5 Sellers have, and upon Sellers' delivery of the Stock as provided in Section 2.4 hereof, Buyer will have been duly acquire good and validly marketable title to the Stock, free and clear of any and all Encumbrances. Sellers are authorized and issued empowered to enter into this Agreement and will be fully paid and non-assessable. The relative rights, preferences and other terms relating to sell the New Preferred, upon filing of the Revised Charter, will be substantially as set forth in the form of Revised Charter attached hereto as Exhibit BStock, and such rights on demand Sellers will supply Buyer with proof of Sellers' authority to transfer the Stock and preferences would be valid and enforceable under Delaware lawwith any other thing necessary to obtain from the Company unrestricted transfer of each share of Stock into the name of Buyer. Except as pursuant to the Stockholders' In this Agreement, dated as "Encumbrances" means encumbrances of May 17any nature or kind including any one or more liens, 2000pledges, by and among the Company and the stockholders options, warrants, charges, mortgages, trusts, proxies, equities, security interests, adverse claims, restrictions on transfer or registration, or claims (including liability for or claims of the Company identified on Annex I theretoany taxing authority, the Company has not granted any preemptive rights with respect to the issuance creditor, devisee, legatee, or sale of the Company's capital stock.beneficiary). 1.6 1.7

Authorized and Outstanding Stock. Immediately prior to the consummation of the transactions to be effected at the Closing, the authorized capital stock of the Company will consist of (i) 30,000,000 1,000 shares of its common stock, par value $.001 .01 per shareshare (for purposes of this Section 2.3, the “Common Stock”), of which 5,609,500 100 shares are issued and outstanding. Immediately prior to the consummation of the transactions contemplated hereby, and (ii) 10,000,000 the outstanding shares of preferred stockcapital stock of the Company will be held beneficially and of record by the persons identified in Schedule 2.3 in the amounts indicated thereon. Schedule 2.3 sets forth the name of each holder of options and warrants for Common Stock, par value $.001 per sharethe number of shares for which such options and warrants are exercisable with respect to each holder, of which (w) 4,500,000 shares have been designated as Series A Convertible Preferred Stock (along with the "Series A Preferred Stock")applicable vesting schedule, 4,000,000 of which are issued and outstanding, (x) 2,333,333 shares have been designated as Series B Convertible Preferred Stock (the "Series B Preferred Stock"), all of which are issued and outstanding and (y) 3,140,000 shares have been designated as Series C Convertible Preferred Stock (the "Series C Preferred Stock")if any, and the Company has committed to issue 3,387,550 shares of Series C Preferred Stockexercise price. Except as disclosed in Schedule 3.032.3 and in the Transaction Documents, there are no outstanding subscriptions, options, warrants, phantom rights, commitments, agreements, arrangements or commitments of any kind for or relating to the issuance, or sale of, or outstanding securities convertible into or exchangeable for, any shares of capital stock of any class or other equity interests of the Company. Except as set forth in the Revised Charter or in Schedule 3.032.3, the Company has no obligation to purchase, redeem, or otherwise acquire any of its capital stock or other equity any interests in the Companytherein. After giving effect to the transactions contemplated hereby, all of the outstanding shares of capital stock of the Company will have been duly and validly authorized and issued and will be fully paid and non-assessable. The offer, issuance, sale and delivery of the Shares are or will be exempt from the registration requirements of the Securities Act of 1933, as amended (the “Act”) and the qualification or registration provisions of applicable state securities laws. Neither the Company nor its authorized agents will take any action that would cause the loss of such exemption. The relative rights, preferences and other terms relating to the New Preferred, upon filing of the Revised Charter, will be substantially Preferred Stock are as set forth in the form of Revised Charter Exhibit A attached hereto as Exhibit Bhereto, and such rights and preferences would be are valid and enforceable under Delaware law. Except as pursuant to the Stockholders' AgreementThere are no preemptive rights, dated as rights of May 17first refusal, 2000, by and among the Company and the stockholders of the Company identified on Annex I thereto, the Company has not granted any preemptive put or call rights or obligations or anti-dilution rights with respect to the issuance issuance, sale or sale redemption of the Company's ’s capital stock, other than rights set forth herein or in the Certificate, the Stockholders Agreement attached as Exhibit B or the Registration Rights Agreement attached as Exhibit C. Other than the rights set forth in the Transaction Documents or in Schedule 2.3, there are no rights to have the Company’s capital stock registered for sale to the public pursuant to the laws of any jurisdiction, and there are no agreements of which the Company is aware, other than the Transaction Documents, relating to the voting of the Company’s voting securities or restrictions on the transfer of the Company’s capital stock.

Authorized and Outstanding Stock. Immediately prior After giving effect to the consummation of the transactions to be effected at the Closingcontemplated hereby, the authorized capital stock of the Company will consist of (i) 30,000,000 shares of its common stock, par value $.001 0.01 per shareshare (the "Common Stock"), of which 5,609,500 9,532,862 shares are were issued and outstandingoutstanding as of March 8, 2002, and (ii) 10,000,000 9,000,000 shares of preferred stock, par value $.001 per share, of which (wa) 4,500,000 4,000,000 shares have been designated as Series A Convertible Preferred Stock (the "Series A Preferred Stock"), 4,000,000 par value $0.01 per share, no shares of which are issued and outstanding, and (xb) 2,333,333 1,500,000 shares have been designated as Series B Convertible Preferred Stock Stock, par value $0.01 per share (the "Series B Preferred Stock"), all 666,667 shares of which are issued and outstanding and (y) 3,140,000 shares have been designated as Series C Convertible Preferred Stock (the "Series C Preferred Stock"), and the Company has committed to issue 3,387,550 shares of Series C Preferred Stockoutstanding. Except as disclosed in Schedule 3.03the Company SEC reports (as defined below) and in the Transaction Documents, there are no outstanding subscriptions, options, warrants, phantom rights, commitments, agreements, arrangements or commitments of any kind for or relating to the issuance, or sale of, or outstanding securities convertible into or exchangeable for, any shares of capital stock of any class or other equity interests of the Company. Except as set forth in the Revised Charter or in Schedule 3.03Company SEC Reports, the Company has no obligation to purchase, redeem, or otherwise acquire any of its capital stock or other equity any interests in the Companytherein. After giving effect to the transactions contemplated hereby, all of the outstanding shares of capital stock of the Company will have been duly and validly authorized and issued and will be fully paid and non-assessableassessable and free and clear of all liens and encumbrances created by or through the Company. Assuming the accuracy of the Investor's representations in Section III, the offer, issuance, sale and delivery of the Shares and Conversion Shares are or will be exempt from the registration requirements of the Securities Act of 1933, as amended (the "Act") and the qualification or registration provisions of applicable state securities laws. The relative Company has duly and validly authorized and reserved 666,667 shares of Common Stock for issuance upon conversion of the Series B Preferred Stock, and the Conversion Shares so issued in accordance with the Certificate of Incorporation will, upon such conversion and issuance, be validly issued, fully paid and non-assessable and free and clear of all liens and encumbrances created by or through the Company. There are no preemptive rights, preferences and other terms relating to the New Preferredrights of first refusal, upon filing of the Revised Charter, will be substantially as set forth in the form of Revised Charter attached hereto as Exhibit B, and such put or call rights and preferences would be valid and enforceable under Delaware law. Except as pursuant to the Stockholders' Agreement, dated as of May 17, 2000, by and among the Company and the stockholders of the Company identified on Annex I thereto, the Company has not granted any preemptive or obligations or anti-dilution rights with respect to the issuance issuance, sale or redemption of the Company's capital stock, other than rights set forth herein or in the Certificate of Incorporation. Other than the rights set forth in the Transaction Documents, there are no rights to have the Company's capital stock registered for sale to the public pursuant to the laws of any jurisdiction, and there are no agreements of which the Company is aware relating to the voting of the Company's voting securities or restrictions on the transfer of the Company's capital stock.

Authorized and Outstanding Stock. Immediately prior to the consummation of the transactions to be effected at the Closing, the (a) The authorized capital stock of the Company will consist consists of (i) 30,000,000 100,000,000 shares of common stock, $0.001 par value $.001 per share, of which 5,609,500 shares are issued and outstandingshare (“Common Stock”), and (ii) 10,000,000 5,000,000 shares of preferred stock, par $0.001 per value $.001 per shareshare (“Preferred Stock”). Of such Preferred Stock, (i) 1,321,514 shares of which (w) 4,500,000 shares have been Preferred Stock are designated as Series A Convertible Preferred Stock (the "“Series A Preferred Stock")”) and (ii) upon the filing of the Certificate of Designations with the Secretary of State of the State of Delaware, 4,000,000 65,000 shares will be designated as the Series B Preferred Stock. The Company does not have any other issued and outstanding shares of which are Preferred Stock. (b) As of December 20, 2023, (i) 34,697,019 shares of Common Stock were issued and outstanding, (xii) 2,333,333 1,837,013 shares of Common Stock were held by the Company as treasury shares, (iii) 1,609,979 shares of Common Stock were reserved for issuance upon the exercise of outstanding options to purchase Common Stock or in connection with the settlement of outstanding vested or unvested restricted stock units or performance shares awards issued pursuant to the Stock Plans or the vesting of outstanding unvested restricted stock units not issued pursuant to the Stock Plans (assuming, in the case of any awards that are subject to the attainment of performance goals, that applicable performance goals are attained at the maximum level), (iv) no shares of Common Stock have been designated as purchased by employees of the Company under the Company’s employee stock purchase plan but have not yet been issued; (v) an additional 603,814 shares of Common Stock are reserved for future issuance to employees of the Company under the Company’s employee stock purchase plan, and (vi) no shares of Series B Convertible A Preferred Stock were issued and outstanding. (c) All of the "Series B Preferred Stock"), all of which are issued and outstanding and (y) 3,140,000 shares have been designated as Series C Convertible Preferred Stock (the "Series C Preferred Stock"), and the Company has committed to issue 3,387,550 shares of Series C Preferred Stock. Except as disclosed in Schedule 3.03, there are no outstanding subscriptions, options, warrants, commitments, agreements, arrangements or commitments of any kind for or relating to the issuance, or sale of, or outstanding securities convertible into or exchangeable for, any shares of capital stock of any class or other equity interests of the Company. Except as set forth in the Revised Charter or in Schedule 3.03, the Company has no obligation to purchase, redeem, or otherwise acquire any of its capital stock or other equity interests in the Company. After giving effect to the transactions contemplated hereby, all of the outstanding shares of capital stock Common Stock of the Company are, and when issued in accordance with the terms hereof, the Purchased Shares will have been be, duly authorized and validly authorized and issued and will be fully paid and non-assessable. The relative rights, preferences and other terms relating to the New Preferred, shares of Common Stock issuable upon filing conversion of the Revised CharterPurchased Shares or Optional Shares (the “Conversion Shares”) have been reserved for issuance and, when issued upon conversion thereof in accordance with the terms of the Certificate of Designations in accordance with their terms will be substantially as set forth in the form of Revised Charter attached hereto as Exhibit B, validly issued and such rights fully paid and preferences would non-assessable and will not be valid and enforceable subject to any preemptive right or any restrictions on transfer under Delaware law. Except as pursuant applicable law or any contract to the Stockholders' Agreement, dated as of May 17, 2000, by and among which the Company is a party, other than those under applicable state and federal securities and antitakeover laws, this Agreement and the stockholders of Registration Rights Agreement. When issued in accordance with the Company identified on Annex I theretoterms hereof, the Company has not granted any preemptive rights with respect to Purchased Shares and the issuance or sale Conversion Shares will be free and clear of the Company's capital stockall liens (other than Permitted Liens).

Authorized and Outstanding Stock. Immediately prior On the date hereof, before giving -------------------------------- effect to the consummation of the transactions to be effected at the first Closing, the authorized capital stock of the Company will consist of (i) 30,000,000 1,000,000 shares of common stock, par value $.001 per shareCommon Stock, of which 5,609,500 50,000 shares are validly issued and outstanding, outstanding and held of record and owned beneficially as set forth in Schedule 2.4 attached hereto; and (ii) 10,000,000 470,000 shares of preferred stock, par value $.001 per sharePreferred ------------ Stock, of which (wx) 4,500,000 400,000 shares will have been designated as Series A Convertible Preferred Stock (with the "Series A Preferred Stock")rights, 4,000,000 terms and privileges set forth in Exhibit A, --------- and of which are no shares will be issued or outstanding; and outstanding, (xy) 2,333,333 70,000 shares will have been designated as Series B Convertible Preferred Stock (with the "Series B Preferred Stock")rights, all terms and privileges set forth in Exhibit A, and of which no shares will be issued or --------- outstanding. There are no treasury shares held by the Company. All issued and outstanding and (y) 3,140,000 shares have been designated as Series C Convertible Preferred Stock (the "Series C Preferred Stock")of capital stock are, and when issued in accordance with the Company has committed terms hereof, all Purchased Shares and Conversion Shares issued upon conversion of the Purchased Shares will be, duly and validly authorized, validly issued and fully paid and non-assessable and free from any restrictions on transfer, except for restrictions imposed by federal or state securities or "blue-sky" laws and except for those imposed pursuant to issue 3,387,550 shares of Series C Preferred Stockthis Agreement or any Related Agreement. Except pursuant to this Agreement or the Related Agreements or as disclosed in set forth on Schedule 3.032.4, there are no outstanding subscriptionswarrants, options, warrants, commitments, agreements------------ preemptive rights, arrangements rights to acquire or commitments purchase, conversion rights or demands of any kind for or character relating to the issuance, or sale of, or outstanding securities convertible into or exchangeable for, any shares of capital stock of any class or other equity interests securities of the Company. Except as set forth in the Revised Charter or in Schedule 3.03, the Company has no obligation to purchase, redeem, or otherwise acquire any of its capital stock or other equity interests in the Company. After giving effect to the transactions contemplated hereby, all of the All issued and outstanding shares of capital stock of the Company will have been duly and validly authorized and were issued and will be fully paid and non-assessable. The relative rights, preferences and other terms relating to (i) in transactions exempt from the New Preferred, upon filing registration provisions of the Revised Charter, will be substantially as set forth in the form of Revised Charter attached hereto as Exhibit BAct, and such rights and preferences would be valid and enforceable under Delaware law. Except as pursuant to (ii) in compliance with or in transactions exempt from the Stockholders' Agreement, dated as registration provisions of May 17, 2000, by and among the Company and the stockholders of the Company identified on Annex I thereto, the Company has not granted any preemptive rights with respect to the issuance applicable state securities or sale of the Company's capital stock"blue-sky" laws.

Authorized and Outstanding Stock. Immediately prior After giving effect to the consummation of the transactions to be effected at the Closingcontemplated hereby, the authorized capital stock of the Company will consist of (i) 30,000,000 shares of common stock, par value $.001 per shareits Common Stock, of which 5,609,500 9,923,998 shares are were issued and outstandingoutstanding as of October 16, 2003, and (ii) 10,000,000 9,000,000 shares of preferred stock, par value $.001 per share, of which (wa) 4,500,000 4,000,000 shares have been designated as Series A Convertible Preferred Stock (the "Series A Preferred Stock"), 4,000,000 par value $0.01 per share, no shares of which are issued and outstanding, and (xb) 2,333,333 1,500,000 shares have been designated as Series B Convertible Preferred Stock Stock, par value $0.01 per share (the "“Series B Preferred Stock"”), all 801,448 shares of which are issued and outstanding as of October 19, 2003, and (yc) 3,140,000 166,667 shares have been designated as Series C Convertible Preferred Stock (the "Series C Preferred Stock"), and the Company has committed to issue 3,387,550 166,667 shares of Series C Preferred Stockwhich are issued and outstanding. Except as disclosed in Schedule 3.03the Company SEC reports (as defined below) and in the Transaction Documents, there are no outstanding subscriptions, options, warrants, phantom rights, commitments, agreements, arrangements or commitments of any kind for or relating to the issuance, or sale of, or outstanding securities convertible into or exchangeable for, any shares of capital stock of any class or other equity interests of the Company. Except as set forth in the Revised Charter or in Schedule 3.03Company SEC Reports, the Company has no obligation to purchase, redeem, or otherwise acquire any of its capital stock or other equity any interests in the Companytherein. After giving effect to the transactions contemplated hereby, all of the outstanding shares of capital stock of the Company will have been duly and validly authorized and issued and will be fully paid and non-assessableassessable and free and clear of all liens and encumbrances created by or through the Company. Assuming the accuracy of the Investors representations in Section III, the offer, issuance, sale and delivery of the Shares and Conversion Shares are or will be exempt from the registration requirements of the Securities Act of 1933, as amended (the “Act”) and the qualification or registration provisions of applicable state securities laws. The relative Company has duly and validly authorized and reserved 1,500,000 shares of Common Stock for issuance upon conversion of the Series B Preferred Stock, and the shares issuable upon conversion of the Series B Preferred Stock in accordance with the Certificate of Incorporation will, upon such conversion and issuance, be validly issued, fully paid and non-assessable and free and clear of all liens and encumbrances created by or through the Company. The Company has duly and validly authorized and reserved 166,667 shares of Common Stock for issuance upon conversion of the Series C Preferred Stock, and the Conversion Shares issued in accordance with the Certificate of Incorporation will, upon such conversion and issuance, be validly issued, fully paid and non-assessable and free and clear of all liens and encumbrances created by or through the Company. There are no preemptive rights, preferences and other terms relating to the New Preferredrights of first refusal, upon filing of the Revised Charter, will be substantially as set forth in the form of Revised Charter attached hereto as Exhibit B, and such put or call rights and preferences would be valid and enforceable under Delaware law. Except as pursuant to the Stockholders' Agreement, dated as of May 17, 2000, by and among the Company and the stockholders of the Company identified on Annex I thereto, the Company has not granted any preemptive or obligations or anti-dilution rights with respect to the issuance issuance, sale or sale redemption of the Company's ’s capital stock, other than rights set forth herein or in the Certificate of Incorporation. Other than the rights set forth in the Transaction Documents, there are no rights to have the Company’s capital stock registered for sale to the public pursuant to the laws of any jurisdiction, and there are no agreements of which the Company is aware relating to the voting of the Company’s voting securities or restrictions on the transfer of the Company’s capital stock.

Authorized and Outstanding Stock. Immediately prior On the date hereof, before giving -------------------------------- effect to the consummation of the transactions to be effected at the first Closing, the authorized capital stock of the Company will consist of (i) 30,000,000 1,000,000 shares of common stock, par value $.001 per shareCommon Stock, of which 5,609,500 50,000 shares are validly issued and outstanding, outstanding and held of record and owned beneficially as set forth in Schedule 2.4 attached hereto; and (ii) 10,000,000 470,000 shares of preferred stock, par value $.001 per sharePreferred ------------ Stock, of which (wx) 4,500,000 400,000 shares will have been designated as Series A Convertible Preferred Stock (with the "Series rights, terms and privileges set forth in Exhibit A to --------- the Preferred Stock")Stock Purchase Agreement, 4,000,000 and of which are no shares will be issued or outstanding; and outstanding, (xy) 2,333,333 70,000 shares will have been designated as Series B Convertible Preferred Stock (with the "Series B rights, terms and privileges set forth in Exhibit A to --------- the Preferred Stock")Stock Purchase Agreement, all and of which are no shares will be issued and outstanding and (y) 3,140,000 shares have been designated as Series C Convertible Preferred Stock (the "Series C Preferred Stock"), and the Company has committed to issue 3,387,550 shares of Series C Preferred Stockor outstanding. Except as disclosed in Schedule 3.03, there There are no outstanding subscriptions, options, warrants, commitments, agreements, arrangements or commitments of any kind for or relating to the issuance, or sale of, or outstanding securities convertible into or exchangeable for, any treasury shares of capital stock of any class or other equity interests of held by the Company. Except as set forth in the Revised Charter or in Schedule 3.03, the Company has no obligation to purchase, redeem, or otherwise acquire any of its capital stock or other equity interests in the Company. After giving effect to the transactions contemplated hereby, all of the All issued and outstanding shares of capital stock of are, and when issued in accordance with the Company terms hereof, all Purchased Shares and Conversion Shares issued when issued in accordance with the Preferred Stock Purchase Agreement will have been be, duly and validly authorized and authorized, validly issued and will be fully paid and non-assessable. The relative rightsassessable and free from any restrictions on transfer, preferences except for restrictions imposed by federal or state securities or "blue-sky" laws and other terms relating to the New Preferred, upon filing of the Revised Charter, will be substantially as set forth in the form of Revised Charter attached hereto as Exhibit B, and such rights and preferences would be valid and enforceable under Delaware law. Except as except for those imposed pursuant to the Stockholders' this Agreement or any Related Agreement, dated as of May 17, 2000, by and among the Company and the stockholders of the Company identified on Annex I thereto, the Company has not granted any preemptive rights with respect to the issuance or sale of the Company's capital stock.

Authorized and Outstanding Stock. Immediately prior to the consummation As of the transactions to be effected at the Closingdate hereof, the authorized capital stock of the Company will consist consists of (i) 30,000,000 500,000,000 shares of common stock, par value $.001 per shareCommon Stock, of which 5,609,500 100,000,000 shares are validly issued and outstandingoutstanding and held of record and owned beneficially as set forth in Schedule 2.4 attached hereto; 23,391,813 shares have been reserved for issuance upon conversion of Series A Preferred Stock; 4,500,000 shares have been reserved for issuance upon exercise or exchange of the Warrant; shares have been reserved to be sold in an initial public offering that would have an aggregate offering price of up to $125,000,000, plus an additional number of shares equal to 15% of the total offering amount to cover over-allotments in connection with such offering and 7,500,000 shares have been reserved for issuance pursuant to the Company's 1997 Stock Plan, under which no shares of Common Stock have been issued upon the exercise or exchange of options, options to purchase 3,386,259 shares of Common Stock were issued and outstanding as of September 30, 1999, and options to purchase 4,113,741 shares of Common Stock remain available for future issuance; and (ii) 10,000,000 shares of preferred stock, par value $.001 per share, Preferred Stock of which (w) 4,500,000 200,000 shares have been are designated as Series A Convertible Preferred Stock (the "Series A Preferred Stock"), 4,000,000 ," none of which are issued and outstanding. The designations, (x) 2,333,333 shares have been designated powers, preferences, rights, qualifications, limitations and restrictions in respect of each class and series of authorized capital stock of the Company are as Series B Convertible Preferred Stock (set forth in the "Series B Preferred Stock")Articles, and all of which such designations, powers, preferences, rights qualifications, limitations and restrictions are valid, binding and enforceable and in accordance with all applicable laws except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting creditors' rights generally and by general equitable principles. All issued and outstanding and (y) 3,140,000 shares have been designated as Series C Convertible Preferred Stock (the "Series C Preferred Stock"), and the Company has committed to issue 3,387,550 shares of Series C Preferred Stock. Except as disclosed in Schedule 3.03, there are no outstanding subscriptions, options, warrants, commitments, agreements, arrangements or commitments of any kind for or relating to the issuance, or sale of, or outstanding securities convertible into or exchangeable for, any shares of capital stock are, and when issued in accordance with the terms hereof, all Purchased Shares, the Warrant and all Underlying Shares will be, duly and validly authorized, validly issued and fully paid and nonassessable with no personal liability attaching to the ownership thereof (other than attributable to acts of the Purchaser), free and clear of all liens, charges, restrictions, claims or encumbrances of any class nature whatsoever and free from any restrictions on transfer (collectively, "Liens"), except for restrictions imposed by federal or other equity interests of the Companystate securities or "blue-sky" laws and except for those imposed pursuant to this Agreement or any Related Agreement. Except as set forth in on Schedule 2.4, (i) there are no outstanding shares of capital stock or voting securities of the Revised Charter or in Schedule 3.03Company, (ii) the Company has is not party to any shareholder agreement, voting agreement or any other agreement, and, to the best knowledge of the Company, there is no obligation shareholder agreement, voting agreement, first refusal or preemptive rights agreement or any other agreement, which would affect the rights of the shareholders of the Company, and (iii) there are no outstanding warrants, options, commitments, preemptive rights, rights to acquire or purchase, redeemobligations to repurchase, redeem or otherwise acquire or to pay any dividend or make any other distribution in respect of, or conversion rights or demands of its any character relating to the capital stock or other equity interests in securities of the Company. After giving effect to the transactions contemplated hereby, all of the All issued and outstanding shares of capital stock of the Company will have been duly were issued (x) in transactions exempt from the registration provisions of the Act, (y) in compliance with or in transactions exempt from the registration provisions of applicable state securities or "blue-sky" laws, and validly authorized and issued and will be fully paid and non-assessable(z) in compliance with law in all other respects. The relative rights, preferences and other terms relating to the New Preferred, upon filing of the Revised Charter, will be substantially as set forth in the form of Revised Charter attached hereto as Exhibit B, and such rights and preferences would be valid and enforceable under Delaware law. Except as pursuant to the Stockholders' Agreement, dated as of May 17, 2000, by and among the Company and the stockholders of the Company identified on Annex I thereto, the Company has not granted any preemptive rights provided the Purchaser or its representatives with respect to the issuance or sale a true, correct and complete copy of the Company's capital stock1997 Stock Plan, which is the only equity incentive plan or proposal that has been offered to any of the Company's or any of its Subsidiaries' employees, directors, officers or consultants, except as otherwise disclosed on Schedule 2.4.