Common use of Authorized Capital Stock Clause in Contracts

Authorized Capital Stock. Except as disclosed in or contemplated by the Confidential Private Placement Memorandum dated January 17, 2001 prepared by the Company, including all Exhibits (except Exhibit G), supplements and amendments thereto (the "Private Placement Memorandum"), the Company had authorized and outstanding capital stock as set forth under the heading "Capitalization" in the Private Placement Memorandum as of the date set forth therein; the issued and outstanding shares of the Company's Common Stock have been duly authorized and validly issued, are fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities, and conform in all material respects to the description thereof contained in the Private Placement Memorandum. Except as disclosed in or contemplated by the Private Placement Memorandum (including the issuance of options under the Company's 1996 Stock Incentive Plan and the issuance of shares of Common Stock pursuant to the Company's Employee Stock Purchase Plan after September 30, 1998), the Company does not have outstanding any options to purchase, or any preemptive rights or other rights to subscribe for or to purchase, any securities or obligations convertible into, or any contracts or commitments to issue or sell, shares of its capital stock, any shares of capital stock of any subsidiary or any such options, rights, convertible securities or obligations. The description of the Company's stock, stock bonus and other stock plans or arrangements and the options or other rights granted and exercised thereunder, set forth in the Private Placement Memorandum accurately and fairly presents the information required to be shown with respect to such plans, arrangements, options and rights.

Authorized Capital Stock. Except as disclosed in or contemplated by the Confidential Private Placement Memorandum dated January 17, 2001 prepared by the Company, including all Exhibits (except Exhibit G), supplements and amendments thereto (the "Private Placement Memorandum")Schedule 4.2 hereto, the Company had authorized authorized, issued and outstanding capital stock as set forth under the heading "Capitalization" in the Private Placement Memorandum Schedule 4.2 as of the date set forth therein; the . The issued and outstanding shares of the Company's ’s common stock, par value $0.001 per share (the “Common Stock Stock”) have been duly authorized and validly issued, are fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, and were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities. Except as disclosed in Schedule 4.2, the Company does not have outstanding any options to purchase, or any preemptive rights or other rights to subscribe for or to purchase, any securities or obligations convertible into or exchangeable or exercisable for, or any contracts or commitments to issue or sell, shares of its capital stock. Except as set forth on Schedule 4.2 hereto, and except for customary adjustments as a result of stock dividends, stock splits, combinations of shares, reorganizations, recapitalizations, reclassifications or other similar events, there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) and the issuance and sale of Common Stock or other securities pursuant to any provision of this Agreement will not give rise to any preemptive rights or rights of first refusal, co-sale rights or any other similar rights on behalf of any person or result in the triggering of any anti-dilution or other similar rights. With respect to each Subsidiary, (i) the Company owns 100% of the Subsidiary’s capital stock (except for directors’ qualifying shares), (ii) all the issued and outstanding shares of the Subsidiary’s capital stock have been duly authorized and validly issued, are fully paid and nonassessable, have been issued in compliance with applicable federal and state securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities, and conform in all material respects to the description thereof contained in the Private Placement Memorandum. Except as disclosed in or contemplated by the Private Placement Memorandum (including the issuance of options under the Company's 1996 Stock Incentive Plan and the issuance of shares of Common Stock pursuant to the Company's Employee Stock Purchase Plan after September 30, 1998), the Company does not have iii) there are no outstanding any options to purchase, or any preemptive rights or other rights to subscribe for or to purchase, any securities or obligations convertible into, or any contracts or commitments to issue or sell, shares of its capital stock, any shares of the Subsidiary’s capital stock of any subsidiary or any such options, rights, convertible securities or obligations. The description of the Company's stock, stock bonus and other stock plans or arrangements and the options or other rights granted and exercised thereunder, set forth in the Private Placement Memorandum accurately and fairly presents the information required to be shown with respect to such plans, arrangements, options and rights.

Authorized Capital Stock. Except as disclosed in or contemplated by the Confidential Private Placement Memorandum Memorandum, dated January 17June 13, 2001 2005 prepared by the Company, including all Exhibits (except Exhibit G)exhibits, supplements and amendments thereto (the "Private Placement Memorandum"), the Company had authorized and outstanding the capital stock as set forth under the heading "Capitalization" in the Private Placement Memorandum as of the date set forth therein; the issued and outstanding shares of the Company's Common Stock have been duly authorized and validly issued, are fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities, and conform in all material respects to the description thereof contained in the Private Placement Memorandum. Except as disclosed in or contemplated by the Private Placement Memorandum (including the issuance of options under the Company's 1996 Stock Incentive Plan and the issuance of shares of Common Stock pursuant to the Company's Employee Stock Purchase Plan after September 30, 1998)Memorandum, the Company does not have outstanding any options to purchase, or any preemptive rights or other rights to subscribe for or to purchase, any securities or obligations convertible into, or any contracts or commitments to issue or sell, shares of its capital stock, any shares of capital stock of any subsidiary or any such options, rights, convertible securities or obligations. The description of the Company's stock, stock bonus and other stock plans or arrangements and the options or other rights granted and exercised thereunder, set forth in the Private Placement Memorandum accurately and fairly presents the all material information required to be shown with respect to such plans, arrangements, options and rights.

Authorized Capital Stock. Except as disclosed in or contemplated by the Confidential Private Placement Memorandum dated January 17The Company has authorized, 2001 prepared by the Company, including all Exhibits (except Exhibit G), supplements and amendments thereto (the "Private Placement Memorandum"), the Company had authorized issued ------------------------ and outstanding capital stock as set forth under the heading "Capitalization" in the Private Placement Memorandum Company's reports (the "34 Act Reports") filed by it with the Securities and Exchange Commission (the "Commission") since January 1, 2001 pursuant to the Securities and Exchange Act of 1934, as of amended (the date "Exchange Act") (except as set forth therein; on Schedule 3.2 and except for subsequent issuances, if any, pursuant to this Agreement or pursuant to agreements, employee or director benefit plans or the exercise of convertible securities referred to in the 34 Act Reports). The issued and outstanding shares of the Company's preferred stock, par value $.001 per share (the "Preferred Stock"), and Common Stock have been duly authorized and validly issued, are fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, were not issued in violation of or are not otherwise subject to any preemptive or other similar rights or other rights to subscribe for or purchase securities, and conform in all material respects to the description thereof contained in the Private Placement Memorandum34 Act Reports. Except as disclosed in or contemplated by the Private Placement Memorandum (including the issuance of 34 Act Reports and options issued under the Company's 1996 Stock Incentive Plan stock plans after March 31, 2001 and the issuance of shares of Common Stock pursuant to the Company's Employee Stock Purchase Plan after September 30, 1998)except as set forth on Schedule 3.2, the Company does not have outstanding any options or warrants to purchase, or any preemptive rights or other rights to subscribe for or to purchase, any securities or obligations convertible into, or any contracts or commitments to issue or sell, shares of its capital stock, stock or any shares of capital stock of any subsidiary and there is no commitment, plan or arrangement to issue, any securities or obligations convertible into any shares of capital stock of the Company or any such options, rights, rights convertible securities or obligations. The description of the Company's capital stock, stock bonus and other stock plans or arrangements and the options or other rights granted and exercised thereunder, set forth contained in the Private Placement Memorandum 34 Act Reports accurately and fairly presents the information required to be shown with respect to such capital stock, plans, arrangements, options and rights.

Authorized Capital Stock. Except as disclosed in or contemplated by As of May 16, 2008, (i) the Confidential Private Placement Memorandum dated January 17authorized capital stock of the Company consisted of 490,000,000 shares of Common Stock and 10,000,000 shares of Preferred Stock, 2001 prepared by par value $.001 per share, of which 115,846,019 shares of Common Stock and no shares of Preferred Stock were issued and outstanding; (ii) there were outstanding options granted pursuant to the Company, including all Exhibits ’s stock option plans to purchase a total of 8,125,000 shares of Common Stock; and (except Exhibit G), supplements and amendments thereto (the "Private Placement Memorandum"), the Company had authorized and outstanding capital stock as set forth iii) there were available for issuance under the heading "Capitalization" in the Private Placement Memorandum as Company’s stock option and purchase plans a total of the date set forth therein; the 9,252,000 shares of Common Stock. The issued and outstanding shares of the Company's ’s Common Stock have been duly authorized and validly issued, are fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, laws and were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities, and conform in all material respects to the description thereof contained in the Private Placement Memorandum. Except (I) for stock options and other awards granted under the option, award and purchase plans of the Company described in the Summary of the Offering section of the Private Placement Memorandum, and (II) as otherwise disclosed in or contemplated by the Risk Factors section of the Private Placement Memorandum (including the issuance of options under the Company's 1996 Stock Incentive Plan and the issuance of shares of Common Stock pursuant to the Company's Employee Stock Purchase Plan after September 30, 1998)Company Disclosure Letter, the Company does not have outstanding any options to purchase, or any preemptive rights or other rights to subscribe for or to purchase, in each case whether contingent or not, vested or unvested, any securities or obligations convertible into, or any contracts or commitments to issue or sell, shares of its capital stock or any such options, rights, convertible securities or obligations. The description of the Company’s stock, stock bonus and other stock plans or arrangements and the options or other rights granted and exercised thereunder, set forth or incorporated by reference in the Private Placement Memorandum accurately and fairly presents in all material respects all information pertaining to such plans, arrangements, options and rights. With respect to each Subsidiary other than Flotation and, to the Company’s knowledge, with respect to Flotation, (i) all the issued and outstanding shares of the Subsidiary’s capital stock have been duly authorized and validly issued, are fully paid and nonassessable, have been issued in compliance with applicable federal and state securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities, and (ii) there are no outstanding options to purchase, or any preemptive rights or other rights to subscribe for or to purchase, any securities or obligations convertible into, or any contracts or commitments to issue or sell, shares of its capital stock, any shares of the Subsidiary’s capital stock of any subsidiary or any such options, rights, convertible securities or obligations. The description Except as disclosed on Schedule 4.2 to the Company Disclosure Letter, the Company owns one hundred (100%) percent of the Company's stock, stock bonus and outstanding equity of each Subsidiary other stock plans or arrangements and the options or other rights granted and exercised thereunder, set forth in the Private Placement Memorandum accurately and fairly presents the information required to be shown with respect to such plans, arrangements, options and rightsthan Flotation.

Authorized Capital Stock. Except as disclosed in or contemplated by the Confidential Private Placement Memorandum dated January 17, 2001 prepared by the Company, including all Exhibits (except Exhibit G), supplements and amendments thereto (the "Private Placement Memorandum"), the Company had authorized and outstanding capital stock as set forth under the heading "Capitalization" in the Private Placement Memorandum as As of the date set forth therein; hereof, (i) the authorized capital stock of the Company consists of 21,428,572 shares of Common Stock of which 9,033,175 shares are issued and outstanding, (ii) there are outstanding options granted pursuant to the Company’s stock option plans to purchase a total of 954,344 shares of Common Stock, (iii) there are available for issuance under the Company’s stock option and purchase plans a total of 338,591 shares of Common Stock, as to which all but 25,000 shares have suspended from issuance unless and until the stockholders of the Company authorize an increase in the Company’s shares of authorized common stock, (iv) there are outstanding warrants to purchase 1,524,461 shares of Common Stock, and (v) there are outstanding convertible promissory notes convertible into 3,626,838 shares of Common Stock. The issued and outstanding shares of the Company's ’s Common Stock have been duly authorized and validly issued, are fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities, and conform in all material respects to the description thereof contained in the Private Placement MemorandumSecurities Filings (as defined in Section 5(f) hereof). Except as disclosed in or contemplated by the Private Placement Memorandum Securities Filings (including the issuance of options as defined below) and except for Shares issuable under the Company's 1996 Stock Incentive Plan and the issuance of shares of Common Stock pursuant to the Company's Employee Stock Purchase Plan after September 30, 1998)other Agreements, the Company does not have outstanding any options to purchase, or any preemptive rights or other rights to subscribe for or to purchase, any securities or obligations convertible into, or any contracts or commitments to issue or sell, shares of its capital stock, any shares of capital stock of any subsidiary or any such options, rights, convertible securities or obligations. The description of the Company's ’s stock, stock bonus and other stock plans or arrangements and the options or other rights granted and exercised thereunder, thereunder set forth in the Private Placement Memorandum Securities Filings accurately and fairly presents the all material information required to be shown with respect to such plans, arrangements, options and rights, as of the dates for which such information is given, that is required by the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder to be so described. With respect to each subsidiary of the Company (each a “Subsidiary” and collectively, “Subsidiaries”), (x) all the issued and outstanding shares of such Subsidiary’s capital stock have been duly authorized and validly issued, are fully paid and nonassessable, have been issued in compliance with applicable law, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities, and (y) there are no outstanding options to purchase, or any preemptive rights or other rights to subscribe for or to purchase, any securities or obligations convertible into, or any contracts or commitments to issue or sell, shares of such Subsidiary’s capital stock or any such options, rights, convertible securities or obligations.

Authorized Capital Stock. Except as disclosed in or contemplated by As of August 31, 2004, (i) the Confidential Private Placement Memorandum dated January 17authorized capital stock of the Company consisted of twenty four million (24,000,000) shares of Common Stock and two million (2,000,000) shares of Preferred Stock, 2001 prepared by of which thirteen million nine hundred seventy seven thousand twenty-three (13,977,023) shares of Common Stock and no shares of Preferred Stock were issued and outstanding; (ii) there were outstanding options granted pursuant to the Company, including all Exhibits ’s stock option plans (except Exhibit Gas described in Section 4.2(iii), supplements and amendments thereto ) to purchase a total of three hundred ninety-three thousand eight hundred forty-eight (the "Private Placement Memorandum"), the Company had authorized and outstanding capital stock as set forth 393,848) shares of Common Stock; (iii) there were available for issuance under the heading "Capitalization" in Company’s stock option and purchase plans a total of eight hundred thousand (800,000) shares of Common Stock; and (iv) there were one hundred sixty-seven thousand eight hundred twenty-eight (167,828) shares of Common Stock reserved for issuance under the Private Placement Memorandum as of the date set forth therein; the Company’s dividend reinvestment plan. The issued and outstanding shares of the Company's ’s Common Stock have been duly authorized and validly issued, are fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, laws and were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities, and conform in all material respects to the description thereof contained in the Private Placement Memorandum or incorporated by reference in the Private Placement Memorandum. Except for stock options and other awards granted under the option, award and purchase plans of the Company described in the Private Placement Memorandum or except as otherwise disclosed in or contemplated by the Private Placement Memorandum (including the issuance of options under the Company's 1996 Stock Incentive Plan and the issuance of shares of Common Stock pursuant to the Company's Employee Stock Purchase Plan after September 30, 1998)Memorandum, the Company does not have outstanding any options to purchase, or any preemptive rights or other rights to subscribe for or to purchase, any securities or obligations convertible into, or any contracts or commitments to issue or sell, shares of its capital stock, any shares of capital stock of any subsidiary or any such options, rights, convertible securities or obligations. The description of the Company's ’s stock, stock bonus and other stock plans or arrangements and the options or other rights granted and exercised thereunder, set forth or incorporated by reference in the Private Placement Memorandum accurately and fairly presents the in all material respects all information required to be shown with respect pertaining to such plans, arrangements, options and rights. With respect to each Subsidiary, (i) all the issued and outstanding shares of the Subsidiary’s capital stock have been duly authorized and validly issued, are fully paid and nonassessable, have been issued in compliance with applicable federal and state securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities, and (ii) there are no outstanding options to purchase, or any preemptive rights or other rights to subscribe for or to purchase, any securities or obligations convertible into, or any contracts or commitments to issue or sell, shares of the Subsidiary’s capital stock or any such options, rights, convertible securities or obligations. Except as disclosed on Schedule 4.1, the Company directly or indirectly owns 100% of the outstanding equity of each Subsidiary.

Authorized Capital Stock. Except as disclosed in or contemplated by the Confidential Private Placement Memorandum dated January 17May 7, 2001 prepared by the Company, including all Exhibits (except Exhibit G), C) supplements and amendments thereto (the "Private Placement Memorandum"), the Company had authorized and outstanding capital stock as set forth under the heading "Capitalization" in the Private Placement Memorandum as of the date set forth therein; the issued and outstanding shares of the Company's Common Stock have been duly authorized and validly issued, are fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities, and conform in all material respects to the description thereof contained in the Private Placement Memorandum. Except as disclosed in or contemplated by the Private Placement Memorandum (including the issuance of options under the Company's 1996 Stock Incentive Plan and the issuance of shares of Common Stock pursuant to the Company's Employee Stock Purchase Plan after September 30, 1998)Memorandum, the Company does not have outstanding any options to purchase, or any preemptive rights or other rights to subscribe for or to purchase, any securities or obligations convertible into, or any contracts or commitments to issue or sell, shares of its capital stock, any shares of capital stock of any subsidiary or any such options, rights, convertible securities or obligations. The description of the Company's stock, stock bonus and other stock plans or arrangements and the options or other rights granted and exercised thereunder, set forth in the Private Placement Memorandum accurately and fairly presents the information required to be shown with respect to such plans, arrangements, options and rights. With respect to the Subsidiary, (i) the Company owns 100% of the Subsidiary's capital stock (except for directors' qualifying shares), (ii) all the issued and outstanding shares of the Subsidiary's capital stock have been duly authorized and validly issued, are fully paid and nonassessable, have been issued in compliance with applicable federal and state securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities, and (iii) there are no outstanding options to purchase, or any preemptive rights or other rights to subscribe for or to purchase, any securities or obligations convertible into, or any contracts or commitments to issue or sell, shares of the Subsidiary's capital stock or any such options, rights, convertible securities or obligations.

Authorized Capital Stock. Except as disclosed in or contemplated by the Confidential Private Placement Memorandum dated January 17August 27, 2001 1999 prepared by the Company, Company (including all Exhibits (except Exhibit G), supplements and amendments thereto and documents expressly incorporated by reference in any Exhibits (except Exhibit G), the "Private Placement Memorandum"), the Company had authorized and outstanding capital stock as set forth under the 2 3 heading "Capitalization" in the Private Placement Memorandum as of the date set forth therein; the issued and outstanding shares of the Company's Common Stock have been duly authorized and validly issued, are fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities, and conform in all material respects to the description thereof contained in the Private Placement Memorandum. Except as disclosed in or contemplated by the Private Placement Memorandum (including the issuance of and except for shares issuable under other Agreements and options issued under the Company's 1996 Stock Incentive Plan and the issuance of shares of Common Stock pursuant to the Company's Employee Stock Purchase Plan stock plans after September 30August 13, 1998)1999, the Company does not have outstanding any options or warrants to purchase, or any preemptive rights or other rights to subscribe for or to purchase, any securities or obligations convertible into, or any contracts or commitments to issue or sell, shares of its capital stock, stock or any shares of capital stock of any subsidiary and there is no commitment, plan or arrangement to issue, any securities or obligations convertible into any shares of capital stock of the Company or its subsidiaries or any such options, rights, rights convertible securities or obligations. The description of the Company's capital stock, stock bonus and other stock plans or arrangements and the options or other rights granted and exercised thereunder, set forth contained in the Private Placement Memorandum accurately and fairly presents the information required to be shown with respect to such capital stock, plans, arrangements, options and rights.

Authorized Capital Stock. Except as disclosed in or contemplated by the Confidential Private Placement Memorandum dated January 17, 2001 prepared by the Company, including all Exhibits (except Exhibit G), supplements and amendments thereto (the "Private Placement Memorandum"), the The Company had authorized and has outstanding capital stock as set forth under the heading "Capitalization" in the Private Placement Memorandum as of the date set forth thereinon Schedule 4.2; the issued and outstanding shares of the Company's Common Stock ’s capital stock have been duly authorized and validly issued, are fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities, and conform in all material respects to the description thereof contained in the Private Placement MemorandumCompany Documents (as defined below). Except as disclosed in or contemplated by the Private Placement Memorandum (including the issuance of options under the Company's 1996 Stock Incentive Plan and the issuance of shares of Common Stock pursuant to the Company's Employee Stock Purchase Plan after September 30, 1998), the The Company does not have outstanding any options to purchase, or any preemptive rights or other rights to subscribe for or to purchase, any securities or obligations convertible into, or any contracts or commitments to issue or sell, shares of its capital stock, any shares of capital stock of any subsidiary or any such options, rights, convertible securities or obligations. The description of the Company's ’s stock, stock bonus and other stock plans or arrangements and the options or other rights granted and exercised thereunder, thereunder set forth in the Private Placement Memorandum Company Documents accurately and fairly presents the all material information required to be shown with respect to such plans, arrangements, options and rights. With respect to each Subsidiary, (i) all the issued and outstanding shares of each Subsidiary’s capital stock have been duly authorized and validly issued, are fully paid and nonassessable, have been issued in compliance with applicable federal and state securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities, and (ii) there are no outstanding options to purchase, or any preemptive rights or other rights to subscribe for or to purchase, any securities or obligations convertible into, or any contracts or commitments to issue or sell, shares of the Subsidiary’s capital stock or any such options, rights, convertible securities or obligations.

Authorized Capital Stock. Except as disclosed in or contemplated by the Confidential Private Placement Memorandum dated January 17As of March 31, 2001 prepared by the Company, including all Exhibits (except Exhibit G), supplements and amendments thereto (the "Private Placement Memorandum")2019, the Company had duly authorized and validly issued outstanding capital stock capitalization as set forth under the heading "Capitalization" in the Private Placement Memorandum as of Registration Statement and the date set forth therein; the Prospectus. The issued and outstanding shares of the Company's Common Stock have been duly authorized and validly issued, are fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities, and conform in all material respects to the description thereof contained in the Private Placement MemorandumRegistration Statement and the Prospectus. Except as disclosed in or contemplated the Registration Statement and the Prospectus and except for stock options granted by the Private Placement Memorandum (including the issuance of options under Company in amounts that are consistent with grants historically made by the Company's 1996 Stock Incentive Plan and the issuance of shares of Common Stock pursuant to the Company's Employee Stock Purchase Plan after September 30, 1998), the Company does not have outstanding any options to purchase, or any preemptive rights or other rights to subscribe for or to purchase, any securities or obligations convertible into, or any contracts or commitments to issue or sell, shares of its capital stock, any shares of capital stock of any subsidiary or any such options, rights, convertible securities or obligations. The description With respect to each of the Company's stockSubsidiaries (i) all the issued and outstanding shares of such Subsidiary’s capital stock have been duly authorized and validly issued, stock bonus are fully paid and other stock plans nonassessable, have been issued in compliance with all federal and state securities laws, were not issued in violation of or arrangements and the options subject to any preemptive rights or other rights granted to subscribe for or purchase securities, and exercised thereunder(ii) there are no outstanding options to purchase, set forth in the Private Placement Memorandum accurately and fairly presents the information required or any preemptive rights or other rights to be shown with respect subscribe for or to purchase, any securities or obligations convertible into, or any contracts or commitments to issue or sell, shares of such plansSubsidiary’s capital stock or any such options, arrangementsrights, options and rightsconvertible securities or obligations.

Authorized Capital Stock. Except as disclosed in or contemplated by As of March 31, 2005, (i) the Confidential Private Placement Memorandum dated January 17authorized capital stock of the Company consisted of 225,000,000 shares of Common Stock and 25,000,000 shares of preferred stock, 2001 prepared by par value $.01 per share (the “Preferred Stock”) of which 22,847,889 shares of Common Stock and no shares of Preferred Stock were issued and outstanding; (ii) there were outstanding options granted pursuant to the Company, including all Exhibits ’s stock option plans to purchase a total of 4,823,248 shares of Common Stock; (except Exhibit G), supplements and amendments thereto (the "Private Placement Memorandum"), the Company had authorized and outstanding capital stock as set forth iii) there were available for issuance under the heading "Capitalization" in the Private Placement Memorandum as Company’s stock option and purchase plans a total of the date set forth therein6,348,182 shares of Common Stock; the and (iv) there were no outstanding warrants to purchase shares of Common Stock. The issued and outstanding shares of the Company's ’s Common Stock have been duly authorized and validly issued, are fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, laws and were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities, and conform in all material respects to the description thereof contained in the Private Placement MemorandumSecurities Filings (as hereinafter defined). Except for stock options and other awards granted under the option, award and purchase plans of the Company described in the Securities Filings or except as otherwise disclosed in or contemplated by the Private Placement Memorandum (including the issuance of options under the Company's 1996 Stock Incentive Plan and the issuance of shares of Common Stock pursuant to the Company's Employee Stock Purchase Plan after September 30, 1998)Securities Filings, the Company does not have outstanding any options to purchase, or any preemptive rights or other rights to subscribe for or to purchase, any securities or obligations convertible into, or any contracts or commitments to issue or sell, shares of its capital stock, any shares of capital stock of any subsidiary or any such options, rights, convertible securities or obligations. The description of the Company's ’s stock, stock bonus and other stock plans or arrangements and the options or other rights granted and exercised thereunder, set forth or incorporated by reference in the Private Placement Memorandum Securities Filings (as defined in Section 4.15) accurately and fairly presents the in all material respects all information required to be shown with respect pertaining to such plans, arrangements, options and rights. There are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) and the issue and sale of the Shares (and Warrants) will not obligate the Company to issue shares of Common Stock or other securities to any person (other than the Purchasers) and will not result in a right of any holder of Company securities to adjust the exercise, conversion, exchange or reset price under such securities. Except as set forth in the Securities Filings, to the knowledge of the Company, no person or group of related persons beneficially owns (as determined pursuant to Rule 13d-3 under the Exchange Act), or has the right to acquire, by agreement with or by obligation binding upon the Company, beneficial ownership of in excess of 5% of the outstanding Common Stock, ignoring for such purposes any limitation on the number of shares of Common Stock that may be owned at any single time.

Authorized Capital Stock. Except as disclosed in or contemplated by the Confidential Private Placement Memorandum dated January 17, 2001 prepared by the Company, including all Exhibits (except Exhibit G), supplements and amendments thereto (the "Private Placement Memorandum"), the The Company had duly authorized and validly issued outstanding capital stock capitalization as set forth under the heading "“Capitalization" ” in the Private Placement Memorandum prepared by the Company as of the date set forth therein; the issued and outstanding shares of the Company's Preferred Stock and Common Stock have been duly authorized and validly issued, are fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities, and conform in all material respects to the description thereof contained in the Private Placement Memorandum. Except for options issued in connection with the Company’s executive compensation plans as previously disclosed in or contemplated by the Private Placement Memorandum (including the issuance of options under the Company's 1996 Stock Incentive Plan and ’s documents filed with the issuance of shares of Common Stock pursuant to the Company's Employee Stock Purchase Plan after September 30, 1998)SEC, the Company does not have outstanding any options to purchase, or any preemptive rights or other rights to subscribe for or to purchase, any securities or obligations convertible into, or any contracts or commitments to issue or sell, shares of its capital stock, any shares of capital stock of any subsidiary or any such options, rights, convertible securities or obligations. The description With respect to each of the Company's stockSubsidiaries, (i) all the issued and outstanding shares of such Subsidiary’s capital stock bonus have been duly authorized and other stock plans validly issued, are fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, were not issued in violation of or arrangements and the options subject to any preemptive rights or other rights granted to subscribe for or purchase securities, and exercised thereunder(ii) there are no outstanding options to purchase, set forth in the Private Placement Memorandum accurately and fairly presents the information required or any preemptive rights or other rights to be shown with respect subscribe for or to purchase, any securities or obligations convertible into, or any contracts or commitments to issue or sell, shares of such plansSubsidiary’s capital stock or any such options, arrangementsrights, options and rightsconvertible securities or obligations.

Authorized Capital Stock. Except as disclosed in or ------------------------ contemplated by the Confidential Private Placement Memorandum dated January 1719, 2001 2005 prepared by the Company, including all Exhibits (except Exhibit G)Exhibits, supplements and amendments thereto and all documents incorporated by reference therein (the "Private Placement Memorandum"), the Company had authorized and outstanding the capital stock as set forth under the heading "Capitalization" in the Private Placement Memorandum as of the date set forth therein; the issued and outstanding shares of the Company's Common Stock have been duly authorized and validly issued, are fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities, and conform in all material respects to the description thereof contained in the Private Placement Memorandum. Except as disclosed in or contemplated by the Private Placement Memorandum (including the issuance of options under the Company's 1996 Stock Incentive Plan and the issuance of shares of Common Stock pursuant to the Company's Employee Stock Purchase Plan after September 30, 1998)or as set forth in Exhibit A, the Company does not have outstanding any options to purchase, or any preemptive rights or other rights to subscribe for or to purchase, any securities or obligations convertible into, or any contracts or commitments to issue or sell, shares of its capital stock, any shares of capital stock of any subsidiary or any such options, rights, convertible securities or obligations. The description of the Company's stock, stock bonus and other stock plans or arrangements and the options or other rights granted and exercised thereunder, thereunder set forth in the Private Placement Memorandum accurately and fairly presents the all material information required to be shown with respect to such plans, arrangements, options and rights. With respect to each Subsidiary, except as set forth in Exhibit A (i) all the issued and outstanding shares of capital stock or other equity interests of each Subsidiary have been duly authorized and validly issued, are fully paid and nonassessable, have been issued in compliance with applicable federal and state securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities, and (ii) there are no outstanding options to purchase, or any preemptive rights or other rights to subscribe for or to purchase, any securities or obligations convertible into, or any contracts or commitments to issue or sell, shares of the Subsidiary's capital stock or other equity interests or any such options, rights, convertible securities or obligations.

Authorized Capital Stock. Except as disclosed in or contemplated by the Confidential Private Placement Memorandum dated January 17, 2001 prepared by the Company, including all Exhibits (except Exhibit G), supplements and amendments thereto (the "Private Placement Memorandum"), the The Company had duly authorized and validly issued outstanding capital stock capitalization as set forth under the heading "“Capitalization" ” in the confidential Private Placement Memorandum dated [Date] prepared by the Company (including all exhibits, supplements, and amendments thereto, the “Private Placement Memorandum”) as of the date set forth therein; the issued and outstanding shares of the Company's Common Stock have been duly authorized and authorized, are validly issued, are fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities, and conform in all material respects to the description thereof contained in the Private Placement Memorandum. Except as disclosed in or contemplated by the Private Placement Memorandum (including the issuance of options under the Company's 1996 Stock Incentive Plan and the issuance of shares of Common Stock pursuant to the Company's Employee Stock Purchase Plan after September 30, 1998), the The Company does not have outstanding any options to purchase, or any preemptive rights or other rights to subscribe for or to purchase, any securities or obligations convertible into, or any contracts or commitments to issue or sell, shares of its capital stock, any shares of capital stock of any subsidiary or any such options, rights, convertible securities securities, or obligations. The description [With respect to each of the Company's stockSubsidiaries, (i) all the issued and outstanding shares of such Subsidiary’s capital stock bonus have been duly authorized and other stock plans validly issued, are fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, were not issued in violation of or arrangements and the options subject to any preemptive rights or other rights granted to subscribe for or purchase securities, and exercised thereunder(ii) there are no outstanding options to purchase, set forth in the Private Placement Memorandum accurately and fairly presents the information required or any preemptive rights or other rights to be shown with respect subscribe for or to purchase, any securities or obligations convertible into, or any contracts or commitments to issue or sell, shares of such plansSubsidiary’s capital stock or any such options, arrangementsrights, options and rightsconvertible securities, or obligations.]

Authorized Capital Stock. Except The Company had duly authorized and validly issued outstanding capitalization as disclosed set forth in or contemplated by the Confidential Private Placement Memorandum dated January 17, 2001 prepared by SEC Filings as of the Company, including all Exhibits (except Exhibit G), supplements and amendments thereto (dates set forth therein. As of the "Private Placement Memorandum")date of this Agreement, the Company had authorized has 8,083,500 shares of its common stock, $1.00 par value per share, issued and outstanding capital stock as set forth under the heading "Capitalization" in the Private Placement Memorandum as outstanding. All of the date set forth therein; the issued and outstanding shares of the Company's Common Stock ’s capital stock have been duly authorized and validly issued, are fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, and were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities. Except as disclosed in the SEC Filings, the Company does not have outstanding any options to purchase, or any preemptive rights or other rights to subscribe for or to purchase, any securities or obligations convertible into, or any contracts or commitments to issue or sell, shares of its capital stock or any such options, rights, convertible securities or obligations. With respect to each of the Significant Subsidiaries (i) all the issued and outstanding shares of each Significant Subsidiary’s capital stock have been duly authorized and validly issued, are fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities, and conform in all material respects to the description thereof contained in the Private Placement Memorandum. Except as disclosed in or contemplated by the Private Placement Memorandum (including the issuance of options under the Company's 1996 Stock Incentive Plan and the issuance of shares of Common Stock pursuant to the Company's Employee Stock Purchase Plan after September 30, 1998), the Company does not have ii) there are no outstanding any options to purchase, or any preemptive rights or other rights to subscribe for or to purchase, any securities or obligations convertible into, or any contracts or commitments to issue or sell, shares of its capital stock, any shares of such Significant Subsidiary’s capital stock of any subsidiary or any such options, rights, convertible securities or obligations. The description There are no securities or instruments issued by or to which the Company is a party containing anti-dilution or similar provisions that will be triggered by the issuance of the Company's stock, stock bonus and other stock plans or arrangements and the options or other rights granted and exercised thereunder, set forth in the Private Placement Memorandum accurately and fairly presents the information required to be shown with respect to such plans, arrangements, options and rightsShares.

Authorized Capital Stock. Except as disclosed in or contemplated by As of the Confidential Private Placement Memorandum dated January 17date hereof, 2001 prepared by (i) the Companyauthorized capital stock of the Company consists of 120,000,000 shares of Common Stock and 5,000,000 shares of preferred stock, including all Exhibits (except Exhibit G), supplements and amendments thereto par value $.01 per share (the "Private Placement MemorandumPreferred Stock"), ) of which 20,878,089 shares of Common Stock and no shares of Preferred Stock were issued and outstanding; (ii) there are outstanding options granted pursuant to the Company had authorized and outstanding capital Company's stock as set forth option plans to purchase a total of 2,142,473 shares of Common Stock; (iii) there are available for issuance under the heading "Capitalization" in the Private Placement Memorandum as Company's stock option and purchase plans a total of the date set forth therein334,639 shares of Common Stock; the and (iv) there are outstanding warrants to purchase 1,732,676 shares of Common Stock. The issued and outstanding shares of the Company's Common Stock have been duly authorized and validly issued, are fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities, and conform in all material respects to the description thereof contained in the Private Placement MemorandumSecurities Filings (as defined in Section 4.18 below). Except as disclosed in or contemplated by the Private Placement Memorandum (including the issuance of options Securities Filings and except for Securities issuable under the Company's 1996 Stock Incentive Plan and the issuance of shares of Common Stock pursuant to the Company's Employee Stock Purchase Plan after September 30, 1998)other Agreements, the Company does not have outstanding any options to purchase, or any preemptive rights or other rights to subscribe for or to purchase, any securities or obligations convertible into, or any contracts or commitments to issue or sell, shares of its capital stock, any shares of capital stock of any subsidiary or any such options, rights, convertible securities or obligations. The description of the Company's stock, stock bonus and other stock plans or arrangements and the options or other rights granted and exercised thereunder, thereunder set forth in the Private Placement Memorandum Securities Filings accurately and fairly presents the all material information required to be shown with respect to such plans, arrangements, options and rights, as of the dates for which such information is given, that is required by the Securities Exchange Act of 1934, as amended (the "Exchange Act") and the rules and regulations promulgated thereunder to be so described. With respect to each Subsidiary, (i) all the issued and outstanding shares of the Subsidiary's capital stock have been duly authorized and validly issued, are fully paid and nonassessable, have been issued in compliance with applicable federal and state securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities, and (ii) there are no outstanding options to purchase, or any preemptive rights or other rights to subscribe for or to purchase, any securities or obligations convertible into, or any contracts or commitments to issue or sell, shares of the Subsidiary's capital stock or any such options, rights, convertible securities or obligations.

Authorized Capital Stock. Except as disclosed in or contemplated by the Confidential Private Placement Memorandum dated January 1719, 2001 prepared by the Company, including all Exhibits (except Exhibit G), supplements and amendments thereto (the "Private Placement Memorandum"), the Company had authorized and outstanding capital stock as set forth under the heading "Capitalization" in the Private Placement Memorandum as of the date set forth therein; the issued and outstanding shares of the Company's Common Stock have been duly authorized and validly issued, are fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities, and conform in all material respects to the description thereof contained in the Private Placement Memorandum. Except as disclosed in or contemplated by the Private Placement Memorandum (including the issuance of options under the Company's 1996 Stock Incentive Plan and the issuance of shares of Common Stock pursuant to the Company's Employee Stock Purchase Plan after September 30, 1998), and the 7,700,000 shares of Common Stock the Company has agreed to issue and sell pursuant to Purchase Agreements dated January 30, 2001, the Company does not have outstanding any options to purchase, or any preemptive rights or other rights to subscribe for or to purchase, any securities or obligations convertible into, or any contracts or commitments to issue or sell, shares of its capital stock, any shares of capital stock of any subsidiary or any such options, rights, convertible securities or obligations. The description of the Company's stock, stock bonus and other stock plans or arrangements and the options or other rights granted and exercised thereunder, set forth in the Private Placement Memorandum accurately and fairly presents the information required to be shown with respect to such plans, arrangements, options and rights.

Authorized Capital Stock. Except as disclosed in or contemplated by As of July 29, 2003, (i) the Confidential Private Placement Memorandum dated January 17authorized capital stock of the Company consisted of 25,000,000 shares of Common Stock and 100,000 shares of Preferred Stock, 2001 prepared by the Company$.01 par value per share, including all Exhibits (except Exhibit G), supplements and amendments thereto (the "Private Placement MemorandumPREFERRED STOCK"), the Company had authorized of which 10,000 shares have been designated as Series A Junior Participating Preferred Stock and none are outstanding; (ii) 10,284,933 shares of Common Stock and no shares of Preferred Stock were issued and outstanding; (iii) there were outstanding capital options granted pursuant to its stock as set forth purchase plans to purchase a total of 2,917,808 shares of Common Stock; (iv) there were available for issuance under the heading "Capitalization" in the Private Placement Memorandum as Company's stock option plans a total of the date set forth therein524,292 shares of Common Stock; the and (v) there were outstanding warrants to purchase 569,178 shares of Common Stock. The issued and outstanding shares of the Company's Common Stock have been duly authorized and validly issued, are fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, laws and were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities, and conform in all material respects to the description thereof contained in the Private Placement Memorandum. Except for stock options and other awards granted under the option, award and purchase plans of the Company described in the Private Placement Memorandum or except as otherwise disclosed in or contemplated by the Private Placement Memorandum (including the issuance of options under the Company's 1996 Stock Incentive Plan and the issuance of shares of Common Stock pursuant to the Company's Employee Stock Purchase Plan after September 30, 1998)Memorandum, the Company does not have outstanding any options or warrants to purchase, or any preemptive rights or other rights to subscribe for or to purchase, any securities or obligations convertible into, or any contracts or commitments to issue or sell, shares of its capital stock, any shares of capital stock of any subsidiary or any such options, warrants, rights, convertible securities or obligations. The description of the Company's stock, stock bonus and other stock plans or arrangements and the options options, warrants or other rights granted and exercised thereunder, set forth or incorporated by reference in the Private Placement Memorandum accurately and fairly presents the in all material respects all information required to be shown with respect pertaining to such plans, arrangements, options and rights. With respect to the Subsidiary, (i) all the issued and outstanding shares of the Subsidiary's capital stock have been duly authorized and validly issued, are fully paid and nonassessable, have been issued in compliance with applicable federal and state securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities, and (ii) there are no outstanding options or warrants to purchase, or any preemptive rights or other rights to subscribe for or to purchase, any securities or obligations convertible into, or any contracts or commitments to issue or sell, shares of the Subsidiary's capital stock or any such options, rights, convertible securities or obligations. The Company owns 100% of the outstanding equity of the Subsidiary.

Authorized Capital Stock. Except as disclosed in or contemplated by the Confidential Private Placement Memorandum dated January 17, 2001 prepared by the Company, including all Exhibits (except Exhibit G), supplements and amendments thereto (the "Private Placement Memorandum"), the The Company had duly authorized and validly issued outstanding capital stock capitalization as set forth under the heading "Capitalization" in the Private Placement Memorandum prepared by the Company as of the date set forth therein; the issued and outstanding shares of the Company's Preferred Stock and Common Stock have been duly authorized and validly issued, are fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities, and conform in all material respects to the description thereof contained in the Private Placement Memorandum. Except for options issued in connection with the Company’s executive compensation plans as previously disclosed in or contemplated by the Private Placement Memorandum (including the issuance of options under the Company's 1996 Stock Incentive Plan and ’s documents filed with the issuance of shares of Common Stock pursuant to the Company's Employee Stock Purchase Plan after September 30, 1998)SEC, the Company does not have outstanding any options to purchase, or any preemptive rights or other rights to subscribe for or to purchase, any securities or obligations convertible into, or any contracts or commitments to issue or sell, shares of its capital stock, any shares of capital stock of any subsidiary or any such options, rights, convertible securities or obligations. The description With respect to each of the Company's stockSubsidiaries, (i) all the issued and outstanding shares of such Subsidiary’s capital stock bonus have been duly authorized and other stock plans validly issued, are fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, were not issued in violation of or arrangements and the options subject to any preemptive rights or other rights granted to subscribe for or purchase securities, and exercised thereunder(ii) there are no outstanding options to purchase, set forth in the Private Placement Memorandum accurately and fairly presents the information required or any preemptive rights or other rights to be shown with respect subscribe for or to purchase, any securities or obligations convertible into, or any contracts or commitments to issue or sell, shares of such plansSubsidiary’s capital stock or any such options, arrangementsrights, options and rightsconvertible securities or obligations.

Authorized Capital Stock. Except as disclosed As of the date set forth therein, the Company has the outstanding capital stock set forth under the heading “Capitalization” in or contemplated by the Confidential Private Placement Memorandum Memorandum, dated January 17June 1, 2001 2005, prepared by the Company, including all Exhibits (except Exhibit G)exhibits, supplements and amendments thereto (the "“Private Placement Memorandum"”), the Company had authorized and outstanding capital stock as set forth under the heading "Capitalization" in the Private Placement Memorandum as of the date set forth therein; the issued and outstanding shares of the Company's ’s Common Stock have been duly authorized and validly issued, are fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities, and conform in all material respects to the description thereof contained in the Private Placement Memorandum. Except as disclosed in or contemplated by the Private Placement Memorandum (including the issuance of options and except for Securities issuable under the Company's 1996 Stock Incentive Plan and the issuance of shares of Common Stock pursuant to the Company's Employee Stock Purchase Plan after September 30, 1998)other Agreements, the Company does not have outstanding any options to purchase, or any preemptive rights or other rights to subscribe for or to purchase, any securities or obligations convertible into, or any contracts or commitments to issue or sell, shares of its capital stock, any shares of capital stock of any subsidiary or any such options, rights, convertible securities or obligations, other than options granted pursuant to the Company’s 2004 Stock Incentive Plan. The description of the Company's ’s stock, stock bonus and other stock plans or arrangements and the options or other rights granted and exercised thereunder, thereunder set forth in the Private Placement Memorandum Company’s Annual Report on Form 10-K for the year ended December 31, 2004 accurately and fairly presents the all material information required to be shown with respect to such plans, arrangements, options and rights, as of the dates for which such information is given, that is required by the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations promulgated thereunder to be so described. With respect to the Subsidiary, (i) all the issued and outstanding shares of the Subsidiary’s capital stock have been duly authorized and validly issued, are fully paid and nonassessable, have been issued in compliance with applicable federal and state securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities, and (ii) there are no outstanding options to purchase, or any preemptive rights or other rights to subscribe for or to purchase, any securities or obligations convertible into, or any contracts or commitments to issue or sell, shares of the Subsidiary’s capital stock or any such options, rights, convertible securities or obligations.

Authorized Capital Stock. Except as disclosed in or contemplated by the Confidential Private Placement Memorandum dated January 17, 2001 prepared by the Company, including all Exhibits (except Exhibit G), supplements and amendments thereto (the "Private Placement Memorandum"), the The Company had has duly authorized and validly issued outstanding capital stock capitalization as set forth under the heading "Capitalization" in the Private Placement Memorandum as of the date set forth therein; the on Schedule 4.3. The issued and outstanding shares of the Company's ’s Common Stock have been duly authorized and validly issued, are fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities, and conform in all material respects to the description thereof contained in the Private Placement MemorandumSEC Filings. Except as disclosed in the SEC Filings, the Investor Presentation, dated November 2015, Schedule 4.3 hereto or contemplated by the Private Placement Memorandum in this Agreement (including all exhibits, supplements and amendments thereto and all information incorporated by reference therein, the issuance of options under the Company's 1996 Stock Incentive Plan and the issuance of shares of Common Stock pursuant to the Company's Employee Stock Purchase Plan after September 30, 1998“Disclosure Materials”), the Company does not have outstanding any options to purchase, or any preemptive rights or other rights to subscribe for or to purchase, any securities or obligations convertible into, or any contracts or commitments to issue or sell, shares of its capital stock, any shares of capital stock of any subsidiary or any such options, rights, convertible securities or obligations. The description With respect to each of the Company's stockSignificant Subsidiaries (i) all the issued and outstanding shares of each Significant Subsidiary’s capital stock have been duly authorized and validly issued, stock bonus are fully paid and other stock plans nonassessable, have been issued in compliance with all federal and state securities laws, were not issued in violation of or arrangements and the options subject to any preemptive rights or other rights granted to subscribe for or purchase securities, and exercised thereunder(ii) there are no outstanding options to purchase, set forth in or any preemptive rights or other rights to subscribe for or to purchase, any securities or obligations convertible into, or any contracts or commitments to issue or sell, shares of such Significant Subsidiary’s capital stock or any such options, rights, convertible securities or obligations. There are no securities or instruments issued by or to which the Private Placement Memorandum accurately and fairly presents Company is a party containing anti-dilution or similar provisions that will be triggered by the information required to be shown with respect to such plans, arrangements, options and rightsissuance of the Shares.

Authorized Capital Stock. Except as disclosed in or contemplated by the Confidential Private Placement Memorandum dated January 17, 2001 prepared by the Company, including all Exhibits (except Exhibit G), supplements and amendments thereto (the "Private Placement Memorandum"), the The Company had duly authorized and validly issued outstanding capital stock capitalization as set forth under in the heading Section entitled "Capitalization" in the Private Placement Memorandum PPM (as defined below) as of the date set forth therein; the issued and outstanding shares of the Company's Common Stock Ordinary Shares have been duly authorized and validly issued, are fully paid and nonassessable, have been issued in compliance with all Israeli, federal and state securities lawslaws in all material respects, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities, and conform in all material respects to the description thereof contained in the Private Placement MemorandumSEC Documents. Except for options to purchase 3,853,632 Ordinary Shares outstanding as disclosed in or contemplated by the Private Placement Memorandum (including the issuance of options August 5, 2007 under the Company's 1996 Stock Incentive Plan equity incentive plans, and except for Securities issuable under the issuance of shares of Common Stock pursuant to the Company's Employee Stock Purchase Plan after September 30, 1998)Agreements, the Company does not have outstanding any options to purchase, or any preemptive rights or other rights to subscribe for or to purchase, any securities or obligations convertible into, or any contracts or commitments to issue or sell, shares of its capital stock, any shares of capital stock of any subsidiary or any such options, rights, convertible securities or obligations. The description With respect to each Subsidiary (i) all the issued and outstanding shares of the Companysuch Subsidiary's stockcapital stock have been duly authorized and validly issued, stock bonus are fully paid and nonassessable, have been issued in compliance with all Israeli, federal, state and other stock plans applicable foreign securities laws in all material respects, were not issued in violation of or arrangements and the options subject to any preemptive rights or other rights granted to subscribe for or purchase securities, and exercised thereunder(ii) there are no outstanding options to purchase, set forth in the Private Placement Memorandum accurately and fairly presents the information required or any preemptive rights or other rights to be shown with respect subscribe for or to purchase, any securities or obligations convertible into, or any contracts or commitments to issue or sell, shares of such plansSubsidiary's capital stock or any such options, arrangementsrights, options and rightsconvertible securities or obligations.

Authorized Capital Stock. Except as disclosed in or contemplated by the Confidential Private Placement Memorandum dated January 17, 2001 prepared by the Company, including all Exhibits (except Exhibit G), supplements and amendments thereto (the "Private Placement Memorandum"), the The Company had duly authorized and validly issued outstanding capital stock capitalization as set forth under in the heading "“Capitalization" in ” section of the Private Placement Memorandum (as defined herein) as of the date set forth therein; the issued and outstanding shares of the Company's Common Stock have been duly authorized and validly issued, are fully paid and nonassessable, have been issued in compliance with all federal and state securities laws and free and clear of all liens, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities, and conform in all material respects to the description thereof contained in the confidential private placement memorandum dated October 22, 2007 (together with any exhibits, amendments and supplements thereto and all information incorporated by reference therein) (the “Private Placement Memorandum”). Except as set forth in the Private Placement Memorandum and except for the stock options or other equity incentives and any warrants that have been issued since October 15, 2007, the Company does not have outstanding any options to purchase, or any preemptive rights or other rights to subscribe for or to purchase, any securities or obligations convertible into, or any contracts or commitments to issue or sell, shares of its capital stock or any such options, rights, convertible securities or obligations. With respect to each of the Subsidiaries (i) all the issued and outstanding shares of such Subsidiary’s capital stock have been duly authorized and validly issued, are fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities, and conform in all material respects to the description thereof contained in the Private Placement Memorandum. Except as disclosed in or contemplated by the Private Placement Memorandum (including the issuance of options under the Company's 1996 Stock Incentive Plan and the issuance of shares of Common Stock pursuant to the Company's Employee Stock Purchase Plan after September 30, 1998), the Company does not have ii) there are no outstanding any options to purchase, or any preemptive rights or other rights to subscribe for or to purchase, any securities or obligations convertible into, or any contracts or commitments to issue or sell, shares of its capital stock, any shares of such Subsidiary’s capital stock of any subsidiary or any such options, rights, convertible securities or obligations. The description of the Company's stock, stock bonus and other stock plans or arrangements and the options or other rights granted and exercised thereunder, set forth in the Private Placement Memorandum accurately and fairly presents the information required to be shown with respect to such plans, arrangements, options and rights.

Authorized Capital Stock. Except as disclosed in or contemplated by The Company has the Confidential Private Placement Memorandum dated January 17, 2001 prepared by the Company, including all Exhibits (except Exhibit G), supplements and amendments thereto (the "Private Placement Memorandum"), the Company had authorized and outstanding capital stock as most recently set forth under the heading "Capitalization" in the Private Placement Memorandum Company Documents as of filed with the date set forth therein; the Commission. The issued and outstanding shares of the Company's ’s Common Stock have been duly authorized and validly issued, are fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities, . The Company has authorized the issuance and conform in all material respects sale of the Securities to the description thereof contained in Purchasers at the Private Placement MemorandumInitial Closing and the Second Closing. Except as disclosed in or contemplated by the Private Placement Memorandum (including Company Documents as filed with the issuance of options under the Company's 1996 Stock Incentive Plan and the issuance of shares of Common Stock pursuant to the Company's Employee Stock Purchase Plan after September 30, 1998)Commission, the Company does not have outstanding any options to purchase, or any preemptive rights or other rights to subscribe for or to purchase, any securities or obligations convertible into, or any contracts or commitments to issue or sell, shares of its capital stock, any shares of capital stock of any subsidiary or any such options, rights, convertible securities or obligations. The description of the Company's ’s stock, stock bonus and other stock plans or arrangements and the options or other rights granted and exercised thereunder, thereunder set forth in the Private Placement Memorandum Company Documents as filed with the Commission accurately and fairly presents the all material information required to be shown with respect to such plans, arrangements, options and rights. With respect to each Subsidiary, (i) all the issued and outstanding shares of each Subsidiary’s capital stock have been duly authorized and validly issued, are fully paid and nonassessable, have been issued in compliance with applicable federal and state securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities, and (ii) there are no outstanding options to purchase, or any preemptive rights or other rights to subscribe for or to purchase, any securities or obligations convertible into, or any contracts or commitments to issue or sell, shares of any Subsidiary’s capital stock or any such options, rights, convertible securities or obligations.

Authorized Capital Stock. Except as disclosed in or contemplated by As of January 10, 2005, (i) the Confidential Private Placement Memorandum authorized capital stock of the Company consisted of 100,000,000 shares of Common Stock and 10,000,000 shares of Preferred Stock, of which 35,509,267 shares of Common Stock and no shares of Preferred Stock were issued and outstanding; (ii) there were outstanding options granted pursuant to the Company’s stock option plans to purchase a total of 6,453,071 shares of Common Stock; (iii) there were available for issuance under the Company’s stock option and purchase plans a total of 3,251,801 shares of Common Stock and (iv) there were up to 3,925,374 shares of common stock issuable to Best Buy Enterprise Services, Inc. pursuant to a common stock purchase agreement, dated January June 17, 2001 prepared by the Company, including all Exhibits (except Exhibit G), supplements and amendments thereto (the "Private Placement Memorandum"), the Company had authorized and outstanding capital stock as set forth under the heading "Capitalization" in the Private Placement Memorandum as of the date set forth therein; the 2004. The issued and outstanding shares of the Company's ’s Common Stock have been duly authorized and validly issued, are fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, laws and were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities, and conform in all material respects to the description thereof contained in the Private Placement Memorandum. Except for stock options and other awards granted under the option, award and purchase plans of the Company described in the Private Placement Memorandum or except as otherwise disclosed in or contemplated by the Private Placement Memorandum (including the issuance of options under the Company's 1996 Stock Incentive Plan and the issuance of shares of Common Stock pursuant to the Company's Employee Stock Purchase Plan after September 30, 1998)Memorandum, the Company does not have outstanding any options to purchase, or any preemptive rights or other rights to subscribe for or to purchase, any securities or obligations convertible into, or any contracts or commitments to issue or sell, shares of its capital stock, any shares of capital stock of any subsidiary or any such options, rights, convertible securities or obligations. The description of the Company's ’s stock, stock bonus and other stock plans or arrangements and the options or other rights granted and exercised thereunder, set forth or incorporated by reference in the Private Placement Memorandum accurately and fairly presents the in all material respects all information required to be shown with respect pertaining to such plans, arrangements, options and rights. With respect to each Subsidiary, (i) all the issued and outstanding shares of the Subsidiary’s capital stock have been duly authorized and validly issued, are fully paid and nonassessable, have been issued in compliance with applicable federal and state securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities, and (ii) there are no outstanding options to purchase, or any preemptive rights or other rights to subscribe for or to purchase, any securities or obligations convertible into, or any contracts or commitments to issue or sell, shares of the Subsidiary’s capital stock or any such options, rights, convertible securities or obligations. Except as disclosed on Schedule 4.1, the Company owns 100% of the outstanding equity of each Subsidiary.

Authorized Capital Stock. Except as disclosed in or contemplated by the Confidential Private Placement Memorandum dated January 17The authorized, 2001 prepared by the Company, including all Exhibits (except Exhibit G), supplements and amendments thereto (the "Private Placement Memorandum"), the Company had authorized issued and outstanding capital stock of the Company as of September 30, 2006 is set forth under the heading "“Capitalization" ” in the confidential Private Placement Memorandum as of dated December 19, 2006 prepared by the date set forth thereinCompany (including all exhibits, supplements and amendments thereto, the “Private Placement Memorandum”); the issued and outstanding shares of the Company's Common Stock have been duly authorized and validly issued, are fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, and were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities. Except as disclosed in documents or reports (the “Exchange Act Reports”) filed by the Company with the Securities and Exchange Commission (the “Commission”) pursuant to the Exchange Act and the rules and regulations of the Commission promulgated thereunder (the “1934 Act Rules and Regulations”), the Company does not have outstanding any options to purchase, or any preemptive rights or other rights to subscribe for or to purchase, any securities or obligations convertible into, or any contracts or commitments to issue or sell, shares of its capital stock or any such options, rights, convertible securities or obligations. With respect to each of the Significant Subsidiaries (i) all the issued and outstanding shares of such Subsidiary’s capital stock have been duly authorized and validly issued, are fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities, and conform in all material respects to the description thereof contained in the Private Placement Memorandum. Except as disclosed in or contemplated by the Private Placement Memorandum (including the issuance of options under the Company's 1996 Stock Incentive Plan and the issuance of shares of Common Stock pursuant to the Company's Employee Stock Purchase Plan after September 30, 1998), the Company does not have ii) there are no outstanding any options to purchase, or any preemptive rights or other rights to subscribe for or to purchase, any securities or obligations convertible into, or any contracts or commitments to issue or sell, shares of its capital stock, any shares of such Subsidiary’s capital stock of any subsidiary or any such options, rights, convertible securities or obligations. The description of the Company's stock, stock bonus and other stock plans or arrangements and the options or other rights granted and exercised thereunder, set forth in the Private Placement Memorandum accurately and fairly presents the information required to be shown with respect to such plans, arrangements, options and rights.

Authorized Capital Stock. Except as disclosed in or contemplated by the Confidential Private Placement Memorandum dated January 17As of August 21, 2001 prepared by the Company, including all Exhibits (except Exhibit G), supplements and amendments thereto (the "Private Placement Memorandum")2001, the Company had authorized and outstanding capital stock as set forth under the heading "Capitalization" on Schedule 4.2 hereof, and since such date, except as contemplated by this Agreement and the other Agreements and except for stock issuances pursuant to Company equity incentive programs disclosed in or contemplated by the Private Placement Memorandum as Company's (i) Annual Report on Form 10-K for the year ended December 31, 2000, (ii) Current Report on Form 8-K filed with the Securities and Exchange Commission (the "Commission") on August 7, 2001, (iii) Current Report on Form 8-K filed with the Commission on August 9, 2001, (iv) Current Report on Form 8-K filed with the Commission on August 24, 2001; (v) Quarterly Report on Form 10-Q for the Quarter ended June 30, 2001, (vi) Proxy Statement for its Annual Meeting of Stockholders on May 18, 2001, and (vii) any disclosure schedule delivered by the date set forth therein; Company to the Purchaser simultaneously with the execution of this Agreement (collectively, the "Disclosure Documents"), there have been no additional issuances of Common Stock. The issued and outstanding shares of the Company's Common Stock have been duly authorized and validly issued, are fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities, and conform in all material respects to the description thereof contained in the Private Placement MemorandumDisclosure Documents. Except as disclosed in or contemplated by the Private Placement Memorandum Disclosure Documents (including the issuance of options under the Company's 1996 Stock Incentive Plan and the issuance of shares of Common Stock pursuant to the Company's Employee Stock Purchase Plan after September 30, 1998), the Company does not have outstanding any options to purchase, or any preemptive rights or other rights to subscribe for or to purchase, any securities or obligations convertible into, or any contracts or commitments to issue or sell, shares of its capital stock, any shares of capital stock of any subsidiary or any such options, rights, convertible securities or obligations. The description of the Company's stock, stock bonus and other stock plans or arrangements and the options or other rights granted and exercised thereunder, set forth in the Private Placement Memorandum Disclosure Documents accurately and fairly presents the information required to be shown with respect to such plans, arrangements, options and rights.

Authorized Capital Stock. Except as disclosed in or contemplated by As of February 23, 2002, the Confidential Private Placement Memorandum dated January 17authorized capital stock of the Company consists of (a) 50,000,000 shares of Common Stock, 2001 prepared by of which 26,163,959 shares are issued and outstanding and 4,034,677 are reserved for issuance under the Company's stock option and purchase plans; (b) 10,000,000 shares of preferred stock, including all Exhibits (except Exhibit G)no par value, supplements and amendments thereto (the "Private Placement Memorandum")300,000 shares of which have been designated as Series A Junior Participating Preferred Stock, the Company had authorized and outstanding capital stock as set forth under the heading "Capitalization" in the Private Placement Memorandum as none of the date set forth therein; the which are issued or outstanding. The issued and outstanding shares of the Company's Common Stock have been duly authorized and validly issued, are fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, laws and were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities, and conform in all material respects to the description thereof contained in the Private Placement Memorandum. Except for stock options and other awards granted under the option, award and purchase plans of the Company described in the Private Placement Memorandum (as defined herein) or except as disclosed in or contemplated by the Confidential Private Placement Memorandum (including the issuance of options under dated March 20, 2002 prepared by the Company's 1996 Stock Incentive Plan , including all exhibits thereto (except Exhibit E) and supplements and amendments thereto (the issuance of shares of Common Stock pursuant to the Company's Employee Stock Purchase Plan after September 30, 1998"Private Placement Memorandum"), the Company does not have outstanding any options to purchase, or any preemptive rights or other rights to subscribe for or to purchase, any securities or obligations convertible into, or any contracts or commitments to issue or sell, shares of its capital stock, any shares of capital stock of any subsidiary or any such options, rights, convertible securities or obligations. The description of the Company's stock, stock bonus and other stock plans or arrangements and the options or other rights granted and exercised thereunder, set forth in the Private Placement Memorandum accurately and fairly presents the all material information required to be shown with respect to such plans, arrangements, options and rights, except that since the date of the Private Placement Memorandum the Company has entered into an amendment to the Rights Agreement dated May 22, 1997, by and between the Company and Harris Trust and Savings Bank as Rights Agent. With respect to each Suxxxxxxry, (i) the Company owns, directly or indirectly, 100% of the Subsidiary's capital stock (except for directors' qualifying shares), (ii) all the issued and outstanding shares of the Subsidiary's capital stock have been duly authorized and validly issued, are fully paid and nonassessable, have been issued in compliance with applicable federal and state securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities, and (iii) there are no outstanding options to purchase, or any preemptive rights or other rights to subscribe for or to purchase, any securities or obligations convertible into, or any contracts or commitments to issue or sell, shares of the Subsidiary's capital stock or any such options, rights, convertible securities or obligations.

Authorized Capital Stock. Except as disclosed in or contemplated by Immediately prior to the Confidential Private Placement Memorandum dated January 17, 2001 prepared by the Company, including all Exhibits (except Exhibit G), supplements and amendments thereto (the "Private Placement Memorandum")Closing, the Company had authorized and outstanding capital stock as set forth under the heading "Capitalization" in the Private Placement Memorandum as of the date set forth therein; the Company will consist solely of 5,000,000 shares of Preferred Stock, par value $.001 per share, none of which are outstanding, and 300,000,000 shares of Common Stock, par value $.001 per share, 66,962,747 of which are issued and outstanding. The issued and outstanding shares of the Company's ’s Common Stock have been duly authorized and validly issued, are fully paid and nonassessablenon-assessable, have been issued in compliance with all federal and state securities laws, and were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities, and conform in all material respects . Other than pursuant to the description thereof contained plans or agreements described in the Private Placement Memorandum. Except SEC Documents (as disclosed defined in Section 3.18) or contemplated by the Private Placement Memorandum Schedule of Exceptions (including the issuance of options under the Company's 1996 Stock Incentive Plan and the issuance of shares of Common Stock pursuant to the Company's Employee Stock Purchase Plan after September 30collectively, 1998“Disclosure Documents”), the Company does not have outstanding any options to purchase, or any preemptive rights or other rights to subscribe for or to purchase, any securities or obligations convertible into, or any contracts or commitments to issue or sell, shares of its capital stock, any shares of capital stock of any subsidiary or any such options, rights, convertible securities securities, or obligations. The description of the Company's ’s stock, stock bonus bonus, and other stock plans or arrangements and the options or other rights granted and exercised thereunder, set forth in the Private Placement Memorandum Disclosure Documents accurately and fairly presents the all material information required to be shown with respect to such plans, arrangements, options options, and rights. With respect to each Subsidiary, (i) all the issued and outstanding shares of each Subsidiary’s capital stock or other equity interests have been duly authorized and validly issued, are fully paid and, in the case of each Subsidiary that is a corporation, non-assessable, have been issued in compliance with applicable federal and state securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities, and (ii) there are no outstanding options to purchase, or any preemptive rights or other rights to subscribe for or to purchase, any securities or obligations convertible into, or any contracts or commitments to issue or sell, shares of any Subsidiary’s capital stock or other equity interests or any such options, rights, convertible securities, or obligations. Any anti-dilution or other adjustments in the number of shares issuable upon exercise, conversion, or exchange of the Company’s rights, options, warrants, and exercisable, convertible, and exchangeable securities have been waived and will not be invoked by the issuance of the Purchased Shares, Warrants, and the Warrant Shares, including any subsequent adjustments in the number of shares issuable under the terms of the Warrants.

Authorized Capital Stock. Except as disclosed in or ------------------------ contemplated by the Confidential Private Placement Memorandum Memorandum, dated January 17May 20, 2001 2002, prepared by the Company, including all Exhibits (except Exhibit G)Exhibits, supplements and amendments thereto (the "Private Placement Memorandum") or the Company's publicly available filings with the Commission (the "Public Filings"), the Company had authorized and outstanding capital stock of approximately 15,902,000 shares of Common Stock and approximately 4,124,000 shares of Series A preferred stock, $0.10 par value per share (the "Preferred Stock"), as set forth under the heading "Capitalization" in the Private Placement Memorandum as of the date set forth therein; the issued and outstanding shares of the Company's Common Stock have been duly authorized and validly issued, are fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities, and conform in all material respects to the description thereof contained in the Private Placement MemorandumMemorandum or the Public Filings. Except as disclosed in or contemplated by the Private Placement Memorandum (including or the issuance of options under the Company's 1996 Stock Incentive Plan and the issuance of shares of Common Stock pursuant to the Company's Employee Stock Purchase Plan after September 30, 1998)Public Filings, the Company does not have outstanding any options to purchase, or any preemptive rights or other rights to subscribe for or to purchase, any securities or obligations convertible into, or any contracts or commitments to issue or sell, shares of its capital stock, any shares of capital stock of any subsidiary or any such options, rights, convertible securities or obligations. The description of the Company's stock, stock bonus and other stock plans or arrangements and the options or other rights granted and exercised thereunder, set forth in the Private Placement Memorandum or the Public Filings accurately and fairly presents in all material respects the information required to be shown with respect to such plans, arrangements, options and rights. With respect to each Subsidiary, (i) all the issued and outstanding shares of each Subsidiary's capital stock have been duly authorized and validly issued, are fully paid and nonassessable, have been issued in compliance with applicable federal and state securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities, and (ii) there are no outstanding options to purchase, or any preemptive rights or other rights to subscribe for or to purchase, any securities or obligations convertible into, or any contracts or commitments to issue or sell, shares of the Subsidiary's capital stock or any such options, rights, convertible securities or obligations.

Authorized Capital Stock. Except as disclosed As of the date set forth therein, the Company has the outstanding capital stock set forth under the heading "Capitalization" in or contemplated by the Confidential Private Placement Memorandum Memorandum, dated January 17June 1, 2001 2005, prepared by the Company, including all Exhibits (except Exhibit G)exhibits, supplements and amendments thereto (the "Private Placement Memorandum"), the Company had authorized and outstanding capital stock as set forth under the heading "Capitalization" in the Private Placement Memorandum as of the date set forth therein; the issued and outstanding shares of the Company's Common Stock have been duly authorized and validly issued, are fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities, and conform in all material respects to the description thereof contained in the Private Placement Memorandum. Except as disclosed in or contemplated by the Private Placement Memorandum (including the issuance of options and except for Securities issuable under the Company's 1996 Stock Incentive Plan and the issuance of shares of Common Stock pursuant to the Company's Employee Stock Purchase Plan after September 30, 1998)other Agreements, the Company does not have outstanding any options to purchase, or any preemptive rights or other rights to subscribe for or to purchase, any securities or obligations convertible into, or any contracts or commitments to issue or sell, shares of its capital stock, any shares of capital stock of any subsidiary or any such options, rights, convertible securities or obligations, other than options granted pursuant to the Company's 2004 Stock Incentive Plan. The description of the Company's stock, stock bonus and other stock plans or arrangements and the options or other rights granted and exercised thereunder, thereunder set forth in the Private Placement Memorandum Company's Annual Report on Form 10-K for the year ended December 31, 2004 accurately and fairly presents the all material information required to be shown with respect to such plans, arrangements, options and rights, as of the dates for which such information is given, that is required by the Securities Exchange Act of 1934, as amended (the "Exchange Act") and the rules and regulations promulgated thereunder to be so described. With respect to the Subsidiary, (i) all the issued and outstanding shares of the Subsidiary's capital stock have been duly authorized and validly issued, are fully paid and nonassessable, have been issued in compliance with applicable federal and state securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities, and (ii) there are no outstanding options to purchase, or any preemptive rights or other rights to subscribe for or to purchase, any securities or obligations convertible into, or any contracts or commitments to issue or sell, shares of the Subsidiary's capital stock or any such options, rights, convertible securities or obligations.

Authorized Capital Stock. Except as disclosed in or contemplated by the Confidential Private Placement Memorandum dated January 17, 2001 prepared by the Company, including all Exhibits (except Exhibit G), supplements and amendments thereto (the "Private Placement Memorandum"), the The Company had duly authorized and validly issued outstanding capital stock capitalization as set forth under the heading "“Capitalization" ” in the confidential Private Placement Memorandum dated May 1, 2008 prepared by the Company (including all exhibits, supplements and amendments thereto, the “Private Placement Memorandum”) as of the date set forth therein; the issued and outstanding shares of the Company's Common Stock have been duly authorized and validly issued, are fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities, and conform in all material respects to the description thereof contained in the Private Placement Memorandum. Except as disclosed in or contemplated by the Private Placement Memorandum (including the issuance of options for options, restricted stock, restricted stock units and similar securities issued under the Company's 1996 Stock Incentive Plan and the issuance of shares of Common Stock pursuant to the Company's Employee Stock Purchase Plan after September 30, 1998)’s existing shareholder-approved equity compensation plans, the Company does not have outstanding any options to purchase, or any preemptive rights or other rights to subscribe for or to purchase, any securities or obligations convertible into, or any contracts or commitments to issue or sell, shares of its capital stock, any shares of capital stock of any subsidiary or any such options, rights, convertible securities or obligations. The description Except for the conversion rights set forth on Schedule, 4.4, with respect to each of the Company's stockSubsidiaries (i) all the issued and outstanding shares of such Subsidiary’s capital stock have been duly authorized and validly issued, stock bonus are fully paid and other stock plans nonassessable, have been issued in compliance with all federal and state securities laws, were not issued in violation of or arrangements and the options subject to any preemptive rights or other rights granted to subscribe for or purchase securities, and exercised thereunder(ii) there are no outstanding options to purchase, set forth in the Private Placement Memorandum accurately and fairly presents the information required or any preemptive rights or other rights to be shown with respect subscribe for or to purchase, any securities or obligations convertible into, or any contracts or commitments to issue or sell, shares of such plansSubsidiary’s capital stock or any such options, arrangementsrights, options and rightsconvertible securities or obligations.

Authorized Capital Stock. Except as disclosed in or contemplated by the Confidential Private Placement Memorandum dated January 17, 2001 prepared by the Company, including all Exhibits (except Exhibit G), supplements and amendments thereto (the "Private Placement Memorandum"), the Company had authorized and outstanding capital stock as set forth under the heading "Capitalization" in the Private Placement Memorandum as As of the date set forth thereinhereof, (i) the authorized capital stock of the Company consists of 120,000,000 shares of Common Stock and 5,000,000 shares of preferred stock, par value $.01 per share (the “Preferred Stock”) of which 20,878,089 shares of Common Stock and no shares of Preferred Stock were issued and outstanding; (ii) there are outstanding options granted pursuant to the Company’s stock option plans to purchase a total of 2,142,473 shares of Common Stock; (iii) there are available for issuance under the Company’s stock option and purchase plans a total of 334,639 shares of Common Stock; and (iv) there are outstanding warrants to purchase 1,732,676 shares of Common Stock. The issued and outstanding shares of the Company's ’s Common Stock have been duly authorized and validly issued, are fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities, and conform in all material respects to the description thereof contained in the Private Placement MemorandumSecurities Filings (as defined in Section 4.18 below). Except as disclosed in or contemplated by the Private Placement Memorandum (including the issuance of options Securities Filings and except for Securities issuable under the Company's 1996 Stock Incentive Plan and the issuance of shares of Common Stock pursuant to the Company's Employee Stock Purchase Plan after September 30, 1998)other Agreements, the Company does not have outstanding any options to purchase, or any preemptive rights or other rights to subscribe for or to purchase, any securities or obligations convertible into, or any contracts or commitments to issue or sell, shares of its capital stock, any shares of capital stock of any subsidiary or any such options, rights, convertible securities or obligations. The description of the Company's ’s stock, stock bonus and other stock plans or arrangements and the options or other rights granted and exercised thereunder, thereunder set forth in the Private Placement Memorandum Securities Filings accurately and fairly presents the all material information required to be shown with respect to such plans, arrangements, options and rights, as of the dates for which such information is given, that is required by the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations promulgated thereunder to be so described. With respect to each Subsidiary, (i) all the issued and outstanding shares of the Subsidiary’s capital stock have been duly authorized and validly issued, are fully paid and nonassessable, have been issued in compliance with applicable federal and state securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities, and (ii) there are no outstanding options to purchase, or any preemptive rights or other rights to subscribe for or to purchase, any securities or obligations convertible into, or any contracts or commitments to issue or sell, shares of the Subsidiary’s capital stock or any such options, rights, convertible securities or obligations.

Authorized Capital Stock. Except as disclosed in or contemplated by the Confidential Private Placement Memorandum Memorandum, dated January 17July , 2001 2003 prepared by the Company, including all Exhibits (except Exhibit G)Exhibits, supplements and amendments thereto (the "“Private Placement Memorandum"”), the Company had authorized and outstanding the capital stock as set forth under the heading "“Capitalization" ” in the Private Placement Memorandum as of the date set forth therein; the issued and outstanding shares of the Company's ’s Common Stock have been duly authorized and validly issued, are fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities, and conform in all material respects to the description thereof contained in the Private Placement Memorandum. Except as disclosed in or contemplated by the Private Placement Memorandum (including the issuance of options under the Company's 1996 Stock Incentive Plan and the issuance of shares of Common Stock pursuant to the Company's Employee Stock Purchase Plan after September 30, 1998)Memorandum, the Company does not have outstanding any options to purchase, or any preemptive rights or other rights to subscribe for or to purchase, any securities or obligations convertible into, or any contracts or commitments to issue or sell, shares of its capital stock, any shares of capital stock of any subsidiary or any such options, rights, convertible securities or obligations. The description of the Company's ’s stock, stock bonus and other stock plans or arrangements and the options or other rights granted and exercised thereunder, set forth in the Private Placement Memorandum accurately and fairly presents the all material information required to be shown with respect to such plans, arrangements, options and rights. With respect to each Subsidiary, (i) all the issued and outstanding shares of each Subsidiary’s capital stock have been duly authorized and validly issued, are fully paid and nonassessable, have been issued in compliance with applicable federal and state securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities, and (ii) there are no outstanding options to purchase, or any preemptive rights or other rights to subscribe for or to purchase, any securities or obligations convertible into, or any contracts or commitments to issue or sell, shares of the Subsidiary’s capital stock or any such options, rights, convertible securities or obligations.

Authorized Capital Stock. Except as disclosed in or contemplated by the Confidential Private Placement Memorandum dated January 17, 2001 prepared by the Company, including all Exhibits (except Exhibit G), supplements and amendments thereto (the "Private Placement Memorandum"), the The Company had duly authorized and validly issued outstanding capital stock capitalization as set forth under the heading "“Capitalization" ” in the confidential Private Placement Memorandum dated March 22, 2006 prepared by the Company (including all exhibits, supplements and amendments thereto, the “Private Placement Memorandum”) as of the date set forth therein; the issued and outstanding shares of the Company's Common Stock have been duly authorized and validly issued, are fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities, and conform in all material respects to the description thereof contained in the Private Placement Memorandum. Except as disclosed set forth in or contemplated by the Private Placement Memorandum (including the issuance of options under the Company's 1996 Stock Incentive Plan and the issuance of shares of Common Stock pursuant to the Company's Employee Stock Purchase Plan after September 30, 1998)Memorandum, the Company does not have outstanding any options to purchase, or any preemptive rights or other rights to subscribe for or to purchase, any securities or obligations convertible into, or any contracts or commitments to issue or sell, shares of its capital stock, any shares of capital stock of any subsidiary or any such options, rights, convertible securities or obligations. The description With respect to each of the Company's stockSubsidiaries (i) all the issued and outstanding shares of such Subsidiary’s capital stock have been duly authorized and validly issued, stock bonus are fully paid and other stock plans nonassessable, have been issued in compliance with all federal and state securities laws, were not issued in violation of or arrangements and the options subject to any preemptive rights or other rights granted to subscribe for or purchase securities, and exercised thereunder(ii) there are no outstanding options to purchase, set forth in the Private Placement Memorandum accurately and fairly presents the information required or any preemptive rights or other rights to be shown with respect subscribe for or to purchase, any securities or obligations convertible into, or any contracts or commitments to issue or sell, shares of such plansSubsidiary’s capital stock or any such options, arrangementsrights, options and rightsconvertible securities or obligations.

Authorized Capital Stock. Except as disclosed in or contemplated by the Confidential Private Placement Memorandum dated January 17September 27, 2001 prepared by the Company, including all Exhibits (except Exhibit G), D) supplements and amendments thereto (the "Private Placement Memorandum"), the Company had authorized and outstanding capital stock as set forth under the heading "Capitalization" in the Private Placement Memorandum as of the date set forth therein; the issued and outstanding shares of the Company's Common Stock have been duly authorized and validly issued, are fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities, and conform in all material respects to the description thereof contained in the Private Placement Memorandum. Except as disclosed in or contemplated by the Private Placement Memorandum (including the issuance of options under the Company's 1996 Stock Incentive Plan and the issuance of shares of Common Stock pursuant to the Company's Employee Stock Purchase Plan after September 30, 1998)Memorandum, the Company does not have outstanding any options to purchase, or any preemptive rights or other rights to subscribe for or to purchase, any securities or obligations convertible into, or any contracts or commitments to issue or sell, shares of its capital stock, any shares of capital stock of any subsidiary or any such options, rights, convertible securities or obligations. The description of the Company's stock, stock bonus and other stock plans or arrangements and the options or other rights granted and exercised thereunder, set forth in the Private Placement Memorandum accurately and fairly presents the information required to be shown with respect to such plans, arrangements, options and rights. With respect to each Subsidiary, (i) the Company owns 100% of the Subsidiary's capital stock (except for directors' qualifying shares), (ii) all the issued and outstanding shares of the Subsidiary's capital stock have been duly authorized and validly issued, are fully paid and nonassessable, have been issued in compliance with applicable federal and state securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities, and (iii) except for any liens in favor of LaSalle Bank National Association, there are no outstanding options to purchase, or any preemptive rights or other rights to subscribe for or to purchase, any securities or obligations convertible into, or any contracts or commitments to issue or sell, shares of the Subsidiary's capital stock or any such options, rights, convertible securities or obligations.

Authorized Capital Stock. Except as disclosed in or contemplated by the Confidential Private Placement Memorandum dated January 17, 2001 prepared by the Company, including all Exhibits (except Exhibit G), supplements and amendments thereto (the "Private Placement Memorandum"), the The Company had duly authorized and validly issued outstanding capital stock capitalization as set forth under in the heading "“Capitalization" in ” section of the Private Placement Memorandum (as defined below) as of the date set forth therein; the issued and outstanding shares of Common Stock (a) have been duly authorized and validly issued, (b) are fully paid and nonassessable, (c) have been issued in compliance with all federal and state securities laws and, (d) except for those granted therein by the holders thereof (other than the Company's Common Stock ), are free and clear of all security interests, liens, pledges, mortgages or other encumbrances, whether arising voluntarily, involuntarily or by operation of law (“Liens”), (e) were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities, and (f) conform in all material respects to the description thereof contained in the confidential private placement memorandum dated May 26, 2009 (together with any exhibits, amendments and supplements thereto and all information incorporated by reference therein, the “Private Placement Memorandum”). Except as set forth in the Private Placement Memorandum and except for the stock options or other equity incentives that have been issued since May 26, 2009, the Company does not have outstanding any options to purchase, or any preemptive rights or other rights to subscribe for or to purchase, any securities or obligations convertible into, or any contracts or commitments to issue or sell, shares of its capital stock or any such options, rights, convertible securities or obligations. With respect to each of the Subsidiaries, (i) all of the issued and outstanding shares of such Subsidiary’s capital stock (or equity interests in the case of non-corporate entities) have been duly authorized and validly issued, are fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities, and conform in all material respects to the description thereof contained in the Private Placement Memorandum. Except as disclosed in or contemplated by the Private Placement Memorandum (including the issuance of options under the Company's 1996 Stock Incentive Plan and the issuance of shares of Common Stock pursuant to the Company's Employee Stock Purchase Plan after September 30, 1998), the Company does not have ii) there are no outstanding any options to purchase, or any preemptive rights or other rights to subscribe for or to purchase, any securities or obligations convertible into, or any contracts or commitments to issue or sell, shares of its capital stock, any shares of such Subsidiary’s capital stock of any subsidiary or any such options, rights, convertible securities or obligations. The description of the Company's stock, stock bonus and other stock plans or arrangements and the options or other rights granted and exercised thereunder, set forth in the Private Placement Memorandum accurately and fairly presents the information required to be shown with respect to such plans, arrangements, options and rights.

Authorized Capital Stock. Except as disclosed in or contemplated by the Confidential Private Placement Memorandum dated January 17, 2001 prepared by the Company, including all Exhibits (except Exhibit G), supplements and amendments thereto (the "Private Placement Memorandum"), the Company had authorized and outstanding capital stock as set forth under the heading "Capitalization" in the Private Placement Memorandum as of the date set forth therein; the The issued and outstanding shares of the Company's Common Stock have been duly authorized and validly issued, are fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities, and conform in all material respects to the description thereof contained in the Private Placement MemorandumCompany’s filings with the Securities and Exchange Commission. Except as disclosed set forth in or contemplated by the Private Placement Memorandum (including the issuance of Company’s SEC filings and except for options and other awards that may be granted under the Company's 1996 Stock ’s Amended and Restated 1997 Incentive Plan and the issuance of shares of Common Stock pursuant to the Company's Employee Stock Purchase Plan after September 30, 1998)Plan, the Company does not have outstanding any options to purchase, or any preemptive rights or other rights to subscribe for or to purchase, any securities or obligations convertible into, or any contracts or commitments to issue or sell, shares of its capital stock, any shares of capital stock of any subsidiary or any such options, rights, convertible securities or obligations. The description Following the sale of Shares, consistent with its past practice and in order to provide incentives for its employees, the Company intends to update its Amended and Restated 1997 Incentive Plan to allow for the grant of options amounting to up to 20% of the Company's total outstanding shares of stock. With respect to each of the Subsidiaries (i) all the issued and outstanding shares of such Subsidiary’s capital stock have been duly authorized and validly issued, stock bonus are fully paid and other stock plans nonassessable, have been issued in compliance with all federal and state securities laws, were not issued in violation of or arrangements and the options subject to any preemptive rights or other rights granted to subscribe for or purchase securities, and exercised thereunder(ii) there are no outstanding options to purchase, set forth in the Private Placement Memorandum accurately and fairly presents the information required or any preemptive rights or other rights to be shown with respect subscribe for or to purchase, any securities or obligations convertible into, or any contracts or commitments to issue or sell, shares of such plansSubsidiary’s capital stock or any such options, arrangementsrights, options and rightsconvertible securities or obligations.

Authorized Capital Stock. Except as disclosed in or contemplated by the Confidential Private Placement Memorandum dated January 17, 2001 prepared by the Company, including all Exhibits (except Exhibit G), supplements and amendments thereto (the "Private Placement Memorandum"), the The Company had duly authorized and validly issued outstanding capital stock capitalization as set forth under the heading "“Capitalization" ” in the confidential Private Placement Memorandum dated April 9, 2007 as supplemented by Supplement No. 1 thereto dated April 17, 2007 prepared by the Company (including all exhibits, supplements and amendments thereto, the “Private Placement Memorandum”) as of the date set forth therein; the issued and outstanding shares of the Company's Common Stock have been duly authorized and validly issued, are fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities, and conform in all material respects to the description thereof contained in the Private Placement Memorandum. Except as disclosed set forth in or contemplated by the Company’s Annual Report on Form 10-K for the year ended December 31, 2006 (the “Form 10-K”), which is attached as an exhibit to, and made a part of the Private Placement Memorandum (including the issuance of options under the Company's 1996 Stock Incentive Plan and the issuance of shares of Common Stock pursuant to the Company's Employee Stock Purchase Plan after September 30, 1998)Memorandum, the Company does not have outstanding any options to purchase, or any preemptive rights or other rights to subscribe for or to purchase, any securities or obligations convertible into, or any contracts or commitments to issue or sell, shares of its capital stock, any shares of capital stock of any subsidiary or any such options, rights, convertible securities or obligations. The description With respect to each of the Company's stockSubsidiaries, (i) all the issued and outstanding shares of such Subsidiary’s capital stock bonus have been duly authorized and other stock plans validly issued, are fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, were not issued in violation of or arrangements and the options subject to any preemptive rights or other rights granted to subscribe for or purchase securities, and exercised thereunder, set forth (ii) except as provided in the Private Placement Memorandum accurately and fairly presents the information required Memorandum, there are no outstanding options to be shown with respect purchase, or any preemptive rights or other rights to subscribe for or to purchase, any securities or obligations convertible into, or any contracts or commitments to issue or sell, shares of such plansSubsidiary’s capital stock or any such options, arrangementsrights, options and rightsconvertible securities or obligations.

Authorized Capital Stock. Except as disclosed in or contemplated by the Confidential Private Placement Memorandum dated January 17December 1, 2001 1998 prepared by the Company, including all Exhibits (except Exhibit GJ), supplements and amendments thereto (the "Private Placement Memorandum"), the Company had authorized and outstanding capital stock as set forth under the heading "Capitalization" in the Private Placement Memorandum as of the date set forth therein; the issued and outstanding shares of the Company's Common Stock have been duly authorized and validly issued, are fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities, and conform in all material respects to the description thereof contained in the Private Placement Memorandum. Except as disclosed in or contemplated by the Private Placement Memorandum (including the issuance of options under the Company's 1996 Stock Incentive Plan and the issuance of shares of Common Stock pursuant to the Company's Employee Stock Purchase Plan after September 30, 1998), the Company does not have outstanding any options to purchase, or any preemptive rights or other rights to subscribe for or to purchase, any securities or obligations convertible into, or any contracts or commitments to issue or sell, shares of its capital stock, any shares of capital stock of any subsidiary or any such options, rights, convertible securities or obligations. The description of the Company's stock, stock bonus and other stock plans or arrangements and the options or other rights granted and exercised thereunder, set forth in the Private Placement Memorandum accurately and fairly presents the information required to be shown with respect to such plans, arrangements, options and rights.

Authorized Capital Stock. Except as disclosed in or contemplated by the Confidential Private Placement Memorandum dated January 17, 2001 prepared by the Company, including all Exhibits (except Exhibit G), supplements and amendments thereto (the "Private Placement Memorandum"), the The Company had duly authorized and validly issued outstanding capital stock capitalization as set forth under the heading "“Capitalization" ” in the Private Placement Memorandum as of Registration Statement, the date set forth thereinPricing Disclosure Package and the Prospectus; the issued and outstanding shares of the Company's Common Stock capital stock have been duly authorized and validly issued, are fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities, and conform in all material respects to the description thereof contained in the Private Placement MemorandumRegistration Statement, the Pricing Disclosure Package and the Prospectus. Except for options, restricted stock, restricted stock units and similar securities issued under the Company’s existing shareholder-approved equity compensation plans or as disclosed in or contemplated by the Private Placement Memorandum (including Registration Statement, the issuance of options under the Company's 1996 Stock Incentive Plan Pricing Disclosure Package and the issuance of shares of Common Stock pursuant to the Company's Employee Stock Purchase Plan after September 30, 1998)Prospectus, the Company does not have outstanding any options to purchase, or any preemptive rights or other rights to subscribe for or to purchase, any securities or obligations convertible into, or any contracts or commitments to issue or sell, shares of its capital stock, any shares of capital stock of any subsidiary or any such options, rights, convertible securities or obligations. The description Except for the conversion rights set forth on Schedule 2, with respect to each of the Company's stockSubsidiaries (i) all the issued and outstanding shares of such Subsidiary’s capital stock have been duly authorized and validly issued, stock bonus are fully paid and other stock plans nonassessable, have been issued in compliance with all federal and state securities laws, were not issued in violation of or arrangements and the options subject to any preemptive rights or other rights granted to subscribe for or purchase securities, and exercised thereunder(ii) there are no outstanding options to purchase, set forth in the Private Placement Memorandum accurately and fairly presents the information required or any preemptive rights or other rights to be shown with respect subscribe for or to purchase, any securities or obligations convertible into, or any contracts or commitments to issue or sell, shares of such plansSubsidiary’s capital stock or any such options, arrangementsrights, options and rightsconvertible securities or obligations.

Authorized Capital Stock. Except as disclosed in or contemplated by The Company had, at the Confidential Private Placement Memorandum dated January 17, 2001 prepared by the Company, including all Exhibits (except Exhibit G), supplements and amendments thereto (the "Private Placement Memorandum")date indicated therein, the Company had authorized and outstanding capital stock as set forth under the heading "Capitalization" in the Confidential Private Placement Memorandum as of Memorandum, dated June 26, 2003 prepared by the date set forth Company (together with all exhibits, supplements and amendments thereto and the documents incorporated by reference therein, the "Private Placement Memorandum"); the issued and outstanding shares of the Company's Common Stock have been duly authorized and validly issued, are fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities, and conform in all material respects to the description thereof contained in the Private Placement Memorandum. Except as disclosed in or contemplated by the Private Placement Memorandum (including the issuance of options under the Company's 1996 Stock Incentive Plan and the issuance of shares of Common Stock pursuant to the Company's Employee Stock Purchase Plan after September 30, 1998)Memorandum, the Company does not have outstanding any options to purchase, or any preemptive rights or other rights to subscribe for or to purchase, any securities or obligations convertible into, or any contracts or commitments to issue or sell, shares of its capital stock, any shares of capital stock of any subsidiary or any such options, rights, convertible securities or obligations. The description of the Company's stock, stock bonus and other stock plans or arrangements and the options or other rights granted and exercised thereunder, set forth in the Private Placement Memorandum accurately and fairly presents the all material information required to be shown with respect to such plans, arrangements, options and rights. With respect to each Subsidiary, (i) all the issued and outstanding shares of each Subsidiary's capital stock have been duly authorized and validly issued, are fully paid and nonassessable, have been issued in compliance with applicable federal and state securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities, and (ii) there are no outstanding options to purchase, or any preemptive rights or other rights to subscribe for or to purchase, any securities or obligations convertible into, or any contracts or commitments to issue or sell, shares of the Subsidiary's capital stock or any such options, rights, convertible securities or obligations.

Authorized Capital Stock. Except as disclosed in or contemplated by the Confidential Private Placement Memorandum Memorandum, dated January 17February 5, 2001 2004, prepared by the Company, including all Exhibits (except Exhibit G)A through I thereto, supplements and amendments thereto (the "Private Placement Memorandum"), the Company had authorized and outstanding the capital stock as set forth under the heading "Capitalization" in the Private Placement Memorandum as of the date set forth therein; all the issued and outstanding shares of the Company's Common Stock have been duly authorized and validly issued, are fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities, and conform in all material respects to the description thereof contained in the Private Placement Memorandum. Except as disclosed in or contemplated by the Private Placement Memorandum (including the issuance Memorandum, as of options under the Company's 1996 Stock Incentive Plan and the issuance of shares of Common Stock pursuant to the Company's Employee Stock Purchase Plan after September 30December 31, 1998)2003, the Company does did not have outstanding any options to purchase, or any preemptive rights or other rights to subscribe for or to purchase, any securities or obligations convertible into, or any contracts or commitments to issue or sell, shares of its capital stock, any shares of capital stock of any subsidiary or any such options, rights, convertible securities or obligations. The description of the Company's stock, stock bonus and other stock plans or arrangements and the options or other rights granted and exercised thereunder, thereunder set forth in the Private Placement Memorandum accurately and fairly presents the all material information required to be shown with respect to such plans, arrangements, options and rights. With respect to each Subsidiary, (i) all the issued and outstanding shares of capital stock or other equity interest of the Subsidiary have been duly authorized and validly issued, are fully paid and, in the case of each Subsidiary that is a corporation, nonassessable, have been issued in compliance with applicable federal and state securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities, and (ii) there are no outstanding options to purchase, or any preemptive rights or other rights to subscribe for or to purchase, any securities or obligations convertible into, or any contracts or commitments to issue or sell, shares of capital stock or other equity interests of the Subsidiary or any such options, rights, convertible securities or obligations.

Authorized Capital Stock. Except as disclosed in or contemplated by the Confidential Private Placement Memorandum Memorandum, dated January 17April 22, 2001 2004 prepared by the Company, including all Exhibits (except Exhibit G)exhibits, supplements and amendments thereto and all documents incorporated therein by reference (the "“Private Placement Memorandum"”), the Company had authorized and outstanding the capital stock as set forth under the heading "“Capitalization" ” in the Private Placement Memorandum as of the date set forth therein; the issued and outstanding shares of the Company's ’s Common Stock have been duly authorized and validly issued, are fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities, and conform in all material respects to the description thereof contained in the Private Placement Memorandum. Except as disclosed in or contemplated by the Private Placement Memorandum (including the issuance of options under the Company's 1996 Stock Incentive Plan and the issuance of shares of Common Stock pursuant to the Company's Employee Stock Purchase Plan after September 30, 1998)Memorandum, the Company does not have outstanding any options to purchase, or any preemptive rights or other rights to subscribe for or to purchase, any securities or obligations convertible into, or any contracts or commitments to issue or sell, shares of its capital stock, any shares of capital stock of any subsidiary or any such options, rights, convertible securities or obligations. The description of the Company's ’s stock, stock bonus and other stock plans or arrangements and the options or other rights granted and exercised thereunder, set forth in the Private Placement Memorandum accurately and fairly presents the all material information required to be shown with respect to such plans, arrangements, options and rights.

Authorized Capital Stock. Except as disclosed in or contemplated by the Confidential Private Placement Memorandum Memorandum, dated January 17November , 2001 2003 prepared by the Company, including all Exhibits (except Exhibit G)Exhibits, supplements and amendments thereto (the "“Private Placement Memorandum"”), the Company had authorized and outstanding the capital stock as set forth under the heading "“Capitalization" ” in the Private Placement Memorandum as of the date set forth therein; the issued and outstanding shares of the Company's ’s Common Stock have been duly authorized and validly issued, are fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities, and conform in all material respects to the description thereof contained in the Private Placement Memorandum. Except as disclosed in or contemplated by the Private Placement Memorandum (including the issuance of options under the Company's 1996 Stock Incentive Plan and the issuance of shares of Common Stock pursuant to the Company's Employee Stock Purchase Plan after September 30, 1998)Memorandum, the Company does not have outstanding any options to purchase, or any preemptive rights or other rights to subscribe for or to purchase, any securities or obligations convertible into, or any contracts or commitments to issue or sell, shares of its capital stock, any shares of capital stock of any subsidiary or any such options, rights, convertible securities or obligations. The description of the Company's ’s stock, stock bonus and other stock plans or arrangements and the options or other rights granted and exercised thereunder, thereunder set forth in the Private Placement Memorandum accurately and fairly presents the all material information required to be shown with respect to such plans, arrangements, options and rights. With respect to each Subsidiary, (i) all the issued and outstanding shares of each Subsidiary’s capital stock have been duly authorized and validly issued, are fully paid and nonassessable, have been issued in compliance with applicable federal and state securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities, and (ii) there are no outstanding options to purchase, or any preemptive rights or other rights to subscribe for or to purchase, any securities or obligations convertible into, or any contracts or commitments to issue or sell, shares of the Subsidiary’s capital stock or any such options, rights, convertible securities or obligations.

Authorized Capital Stock. Except as disclosed in or contemplated by the Confidential Private Placement Memorandum dated January 17August 4, 2001 2000 prepared by the Company, including all Exhibits (except Exhibit G), D) supplements and amendments thereto (the "Private Placement Memorandum"), the Company had authorized and outstanding capital stock as set forth under the heading "Capitalization" in the Private Placement Memorandum as of the date set forth therein; the issued and outstanding shares of the Company's Common Stock have been duly authorized and validly issued, are fully paid and nonassessable, have been issued in compliance in all material respects with all federal and state securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities, and conform in all material respects to the description thereof contained in the Private Placement Memorandum. Except as disclosed in or contemplated by the Private Placement Memorandum (including and as of the issuance of options date set forth under the Company's 1996 Stock Incentive Plan and heading "Capitalization" in the issuance of shares of Common Stock pursuant to the Company's Employee Stock Purchase Plan after September 30, 1998), Private Placement Memorandum the Company does not have outstanding any options to purchase, or any preemptive rights or other rights to subscribe for or to purchase, any securities or obligations convertible into, or any contracts or commitments to issue or sell, shares of its capital stock, any shares of capital stock of any subsidiary or any such options, rights, convertible securities or obligations. The description of the Company's stock, stock bonus and other stock plans or arrangements and the options or other rights granted and exercised thereunder, set forth in the Private Placement Memorandum accurately and fairly presents in all material respects the information required to be shown with respect to such plans, arrangements, options and rights.

Authorized Capital Stock. Except as disclosed in or contemplated by the Confidential Private Placement Memorandum dated January 17October 11, 2001 1999 prepared by the Company, Company (including all Exhibits (except Exhibit GE), supplements and amendments thereto (thereto, the "Private Placement Memorandum"), the Company had authorized and outstanding capital stock as set forth under the heading "Capitalization" in the Private Placement Memorandum as of the date set forth therein; the issued and outstanding shares of the Company's Common Stock have been duly authorized and validly issued, are fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities, and conform in all material respects to the description thereof contained in the Private Placement Memorandum. Except as disclosed in or contemplated by the Private Placement Memorandum (including the issuance of Memorandum, and except for options under the Company's 1996 Stock Incentive Plan and the issuance of to purchase shares of Common Stock pursuant to the Company's Employee Stock Purchase Plan after September granted since June 30, 1998)1999, the Company does not have outstanding any options or warrants to purchase, or any preemptive rights or other rights to subscribe for or to purchase, any securities or obligations convertible into, or any contracts or commitments to issue or sell, shares of its capital stock, stock or any shares of capital stock of any subsidiary Subsidiary and there is no commitment, plan or arrangement to issue, any securities or obligations convertible into any shares of capital stock of the Company or the Subsidiaries or any such options, rights, rights convertible securities or obligations. The description of the Company's capital stock, stock bonus and other stock plans or arrangements and the options or other rights granted and exercised thereunder, set forth contained or incorporated by reference in the Private Placement Memorandum accurately and fairly presents the information required to be shown with respect to such capital stock, plans, arrangements, options and rights. All issued shares of capital stock of each of the Subsidiaries have been duly authorized and validly issued, are fully paid and nonassessable and are, except for Digene Brasil, owned by the Company free and clear of any and all security interests, liens, encumbrances, equities or claims. The Company owns sixty percent (60%) of the outstanding capital stock of Digene Brasil and all such shares are owned by the Company free and clear of any and all security interests, liens, encumbrances, equities or claims.

Authorized Capital Stock. Except as disclosed in or contemplated by The Company has outstanding the Confidential Private Placement Memorandum dated January 17, 2001 prepared by the Company, including all Exhibits (except Exhibit G), supplements and amendments thereto (the "Private Placement Memorandum"), the Company had authorized and outstanding capital stock as set forth under the heading "Capitalization" in the Private Placement Memorandum Schedule 4.2 as of the date set forth therein; the issued and outstanding shares of the Company's Common Stock have been duly authorized and validly issued, are fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities, and conform in all material respects to the description thereof contained in the Private Placement Memorandum. Except as disclosed in or contemplated by the Private Placement Memorandum (including the issuance of options under the Company's 1996 Stock Incentive Plan and the issuance of shares of Common Stock pursuant to the Company's Employee Stock Purchase Plan after September 30report on Form 10-Q filed November 15, 1998), the 2005. The Company does not have outstanding any options to purchase, or any preemptive rights or other rights to subscribe for or to purchase, any securities or obligations convertible into, or any contracts or commitments to issue or sell, shares of its capital stock, any shares of capital stock of any subsidiary or any such options, rights, convertible securities or obligations. The description of the Company's stock, stock bonus and other stock plans or arrangements and the options or other rights granted and exercised thereunder, set forth as contained in the Private Placement Memorandum Company's filings under the Securities Exchange Act of 1934, as amended (together with the rules and regulations of the Commission promulgated thereunder, the "Exchange Act"), accurately and fairly presents the all material information required to be shown with respect to such plans, arrangements, options and rights. With respect to each Subsidiary, (i) all the issued and outstanding shares of each Subsidiary's capital stock have been duly authorized and validly issued, are fully paid and nonassessable, have been issued in compliance with applicable federal and state securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities, and (ii) there are no outstanding options to purchase, or any preemptive rights or other rights to subscribe for or to purchase, any securities or obligations convertible into, or any contracts or commitments to issue or sell, shares of the Subsidiary's capital stock or any such options, rights, convertible securities or obligations.

Authorized Capital Stock. Except as disclosed in or contemplated by The authorized capital stock of the Confidential Private Placement Memorandum dated January 17, 2001 prepared by the CompanyCompany consists of 400,000,000 shares of Common Stock and 200,000,000 shares of Preferred Stock (“Preferred Stock”), including all Exhibits 2,000,000 shares of Series A Cumulative Redeemable Convertible Preferred Stock, par value $0.01 per share (except Exhibit G“Series A Preferred Stock”). As of the Effective Date, supplements and amendments thereto (the "Private Placement Memorandum"), the Company had authorized 3,640,209 shares of Common Stock were issued and outstanding capital stock as set forth under the heading "Capitalization" in the Private Placement Memorandum as and 1,000,000 shares of the date set forth thereinSeries A Preferred Stock were issued and outstanding; the issued and outstanding shares of the Company's Series A Preferred Stock and Common Stock have been duly and validly authorized and validly issued, are fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, laws and were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities, and conform in all material respects to the description thereof contained in the Private Placement Memorandum. Except as disclosed in the SEC Filings or contemplated by in the Private Placement Memorandum (including the issuance of and, except for options under issued pursuant to the Company's 1996 ’s 2005 Stock Incentive Plan and the issuance of shares of Common 2004 Stock pursuant to the Company's Employee Stock Purchase Plan after September 30, 1998)Incentive Plan, the Company does not have outstanding any options to purchase, or any preemptive rights or other rights to subscribe for or to purchase, any securities or obligations convertible into, or any contracts or commitments to issue or sell, shares of its capital stock, any shares of capital stock of any subsidiary or any such options, rights, convertible securities or obligations, or any obligation to repurchase, redeem or otherwise acquire any outstanding security of the Company. Except as set forth in the Charter, the issue and sale of the Shares will not obligate the Company to issue shares of Common Stock or other securities to any person and will not result in a right of any holder of Company securities to adjust the exercise, conversion, exchange or reset price under such securities. The description of the Company's ’s stock, stock bonus and other stock plans or arrangements and the options or other rights granted and exercised thereunder, thereunder set forth in the Private Placement Memorandum accurately and fairly presents the all material information required to be shown with respect to such plans, arrangements, options and rights. With respect to each Subsidiary, (i) all the issued and outstanding shares, if any, of each Subsidiary’s capital stock have been duly and validly authorized and issued, are fully paid and nonassessable, have been issued in compliance with all federal and state securities laws and were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities, and (ii) there are no outstanding options to purchase, or any preemptive rights or other rights to subscribe for or to purchase, any securities or obligations convertible into, or any contracts or commitments to issue or sell, any of the Subsidiary’s capital stock or any such options, rights, convertible securities or obligations, or any obligation to repurchase, redeem or otherwise acquire any outstanding security of such Subsidiary. Except as disclosed in the SEC Filings or the Private Placement Memorandum, there are no stockholder agreements, voting agreements or similar agreements or arrangements with respect to the Common Stock or Preferred Stock to which the Company is a party, or, to the knowledge of the Company, between or among any of the Company’s stockholders.

Authorized Capital Stock. Except as disclosed in or contemplated by the Confidential Private Placement Memorandum dated January 17As of August 21, 2001 prepared by the Company, including all Exhibits (except Exhibit G), supplements and amendments thereto (the "Private Placement Memorandum")2001, the Company had authorized and outstanding capital stock as set forth under the heading "Capitalization" on Schedule 4.2 hereof, and since such date, except as contemplated by this Agreement and the other Agreements and except for stock issuances pursuant to Company equity incentive programs disclosed in or contemplated by the Private Placement Memorandum as Company's (i) Annual Report on Form 10-K for the year ended December 31, 2000, (ii) Current Report on Form 8-K filed with the Securities and Exchange Commission (the "Commission") on August 7, 2001, (iii) Current Report on Form 8-K filed with the Commission on August 9, 2001, (iv) Quarterly Report on Form 10-Q for the Quarter ended June 30, 2001, (v) Proxy Statement for its Annual Meeting of Stockholders on May 18, 2001, and (vi) any disclosure schedule delivered by the date set forth therein; Company to the Purchaser simultaneously with the execution of this Agreement (collectively, the "Disclosure Documents"), there have been no additional issuances of Common Stock. The issued and outstanding shares of the Company's Common Stock have been duly authorized and validly issued, are fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities, and conform in all material respects to the description thereof contained in the Private Placement MemorandumDisclosure Documents. Except as disclosed in or contemplated by the Private Placement Memorandum Disclosure Documents (including the issuance of options under the Company's 1996 Stock Incentive Plan and the issuance of shares of Common Stock pursuant to the Company's Employee Stock Purchase Plan after September 30, 1998), the Company does not have outstanding any options to purchase, or any preemptive rights or other rights to subscribe for or to purchase, any securities or obligations convertible into, or any contracts or commitments to issue or sell, shares of its capital stock, any shares of capital stock of any subsidiary or any such options, rights, convertible securities or obligations. The description of the Company's stock, stock bonus and other stock plans or arrangements and the options or other rights granted and exercised thereunder, set forth in the Private Placement Memorandum - 4 - Disclosure Documents accurately and fairly presents the information required to be shown with respect to such plans, arrangements, options and rights.

Authorized Capital Stock. Except as disclosed in or contemplated by the Confidential Private Placement Memorandum dated January 17, 2001 prepared by the Company, including all Exhibits (except Exhibit G), supplements and amendments thereto (the "Private Placement Memorandum"), the The Company had authorized and outstanding ------------------------ capital stock as set forth under the heading "Capitalization" in the Private Placement Memorandum as of the date set forth therein; the issued and outstanding shares of the Company's Common Stock have been duly authorized and validly issued, are fully paid and nonassessable, have been issued in compliance with all U.S. federal and state securities laws, were not issued in violation of or are not otherwise subject to any preemptive or other similar rights or other rights to subscribe for or purchase securities, and conform in all material respects to the description thereof contained in the Private Placement Memorandum. Except as disclosed in or contemplated by the Private Placement Memorandum (including the issuance of and options issued under the Company's 1996 Stock Incentive Plan and the issuance of shares of Common Stock pursuant to the Company's Employee Stock Purchase Plan stock plans after September 30January 27, 1998)2000, the Company does not have outstanding any options or warrants to purchase, or any preemptive rights or other rights to subscribe for or to purchase, any securities or obligations convertible into, or any contracts or commitments to issue or sell, shares of its capital stock, stock or any shares of capital stock of any subsidiary and there is no commitment, plan or arrangement to issue any securities or obligations convertible into any shares of capital stock of the Company or its Subsidiaries or any such options, rights, convertible securities or obligations. The description of the Company's capital stock, stock bonus and other stock plans or arrangements and the options or other rights granted and exercised thereunder, set forth contained in the Private Placement Memorandum accurately and fairly presents the information required to be shown with respect to such capital stock, plans, arrangements, options and rights.

Authorized Capital Stock. Except as disclosed in or contemplated by As of May 22, 2002, the Confidential Private Placement Memorandum dated January 17authorized capital stock of the Company consists of 50,000,000 undesignated shares of capital stock, 2001 prepared by of which 8,976,299 shares of Common Stock are issued and outstanding and 3,550,000 shares of Common Stock are reserved for issuance under the Company, including all Exhibits (except Exhibit G), supplements ’s stock option and amendments thereto (the "Private Placement Memorandum"), the Company had authorized and outstanding capital stock as set forth under the heading "Capitalization" in the Private Placement Memorandum as of the date set forth therein; the purchase plans. The issued and outstanding shares of the Company's ’s Common Stock have been duly authorized and validly issued, are fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, laws and were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities, and conform in all material respects to the description thereof contained in the Private Placement Memorandum. Except as disclosed in or contemplated by Company’s filings (the Private Placement Memorandum “Public Filings”) with the U.S. Securities and Exchange Commission (including the issuance of options under the Company's 1996 Stock Incentive Plan and the issuance of shares of Common Stock “Commission”) pursuant to the Company's Employee Stock Purchase Plan after September 30Securities Act of 1933, 1998as amended (the “Securities Act”), and the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Except for stock options and other awards granted under the option, award and purchase plans of the Company described in the Public Filings, the Company does not have outstanding any options to purchase, or any preemptive rights or other rights to subscribe for or to purchase, any securities or obligations convertible into, or any contracts or commitments to issue or sell, shares of its capital stock, any shares of capital stock of any subsidiary or any such options, rights, convertible securities or obligations. The description of the Company's ’s stock, stock bonus and other stock plans or arrangements and the options or other rights granted and exercised thereunder, thereunder set forth in the Private Placement Memorandum Public Filings accurately and fairly presents the all material information required to be shown with respect to such plans, arrangements, options and rights.

Authorized Capital Stock. Except as disclosed in or contemplated by the Confidential Private Placement Memorandum dated January 17The Company has authorized, 2001 prepared by the Company, including all Exhibits (except Exhibit G), supplements and amendments thereto (the "Private Placement Memorandum"), the Company had authorized issued ------------------------- and outstanding capital stock as set forth under the heading "Capitalization" in the Private Placement Memorandum as (except for subsequent issuances, if any, pursuant to this Agreement or pursuant to reservations, agreements, employee or director benefit plans or the exercise of convertible securities referred to in the date set forth thereinPrivate Placement Memorandum; the issued and outstanding shares of the Company's Common Stock have been duly authorized and validly issued, are fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, were not issued in violation of or are not otherwise subject to any preemptive or other similar rights or other rights to subscribe for or purchase securities, and conform in all material respects to the description thereof contained in the Private Placement Memorandum. Except as disclosed in or contemplated by the Private Placement Memorandum (including the issuance of and options issued under the Company's 1996 Stock Incentive Plan and the issuance of shares of Common Stock pursuant to the Company's Employee Stock Purchase Plan stock plans after September 30[-], 1998)2000, the Company does not have outstanding any options or warrants to purchase, or any preemptive rights or other rights to subscribe for or to purchase, any securities or obligations convertible into, or any contracts or commitments to issue or sell, shares of its capital stock, stock or any shares of capital stock of any subsidiary and there is no commitment, plan or arrangement to issue, any securities or obligations convertible into any shares of capital stock of the Company or any such options, rights, rights convertible securities or obligations. The description of the Company's capital stock, stock bonus and other stock plans or arrangements and the options or other rights granted and exercised thereunder, set forth contained in the Private Placement Memorandum accurately and fairly presents the information required to be shown with respect to such capital stock, plans, arrangements, options and rights.

Authorized Capital Stock. Except as disclosed in or contemplated by The authorized capital stock of the Confidential Private Placement Memorandum dated January 17Company consists of (i) 10,000 Special Shares, 2001 prepared by the Company, including all Exhibits (except Exhibit G), supplements and amendments thereto without par value (the "Private Placement MemorandumPreferred Stock"), the Company had authorized of which 1,000 shares have been designated Series A Preferred Stock, 1,500 shares have been designated Series B Preferred Stock and outstanding capital stock as set forth under the heading "Capitalization" in the Private Placement Memorandum as of the date set forth therein; the issued 3,000 shares have been designated Series C Convertible Preferred Stock and outstanding (ii) 10,000 shares of Common Stock. Except for the Company's Series B Preferred Stock, all of which will be redeemed on the Closing Date, no shares of Common Stock or Preferred Stock have been duly authorized reacquired by the Company and validly issuedare held in its treasury. There are no restrictions on the transfer of shares of capital stock of the Company other than those imposed by the Charter and By- laws, are fully paid and nonassessable, have been issued in compliance with all federal applicable Federal and state securities laws, were not issued the Restrictive Stock Transfer Agreements described in violation the Disclosure Schedule executed by certain holders of or subject Common Stock and/or Series A Preferred Stock, those restrictions applicable to any preemptive rights the Series B Preferred Stock as set forth in the Charter, and those restrictions on transfer expressly set forth in this Agreement, the Company Ancillary Documents, the Purchaser Ancillary Documents and the Executive Shareholder Ancillary Documents. To the knowledge of the Company and the Executive Shareholders, other than as provided in the preceding sentence, there are no agreements, understandings, trusts or other collaborative arrangements concerning the voting or transfer of shares of capital stock of the Company. The shareholders of record and holders of subscriptions, warrants, options, convertible securities and other rights (contingent or other) to subscribe for purchase or purchase securitiesotherwise acquire from the Company equity securities of the Company, and conform in all material respects to the description thereof contained number of shares of capital stock and the number of such subscriptions, warrants, options, convertible securities and other such rights held by each such holder, are as set forth in the Private Placement MemorandumDisclosure Schedule. The designations, powers, preferences, rights, qualifications, limitations and restrictions of each class and series of authorized capital stock of the Company are as set forth in the Charter, a copy of which is included in the Disclosure Schedule, and all such designations, powers, preferences, rights, qualifications, limitations and restrictions are valid, binding and enforceable and in accordance with all applicable laws. The Company is not in arrears with respect to dividends payable under the terms of any series of Preferred Stock. Except as disclosed provided in this Agreement or contemplated by as set forth in the Private Placement Memorandum Disclosure Schedule, (including the issuance i) no person owns of options under the Company's 1996 Stock Incentive Plan and the issuance of shares of Common Stock pursuant to the Company's Employee Stock Purchase Plan after September 30, 1998), the Company does not have outstanding any options to purchase, or any preemptive rights or other rights to subscribe for or to purchase, any securities or obligations convertible into, or any contracts or commitments to issue or sell, shares of its capital stock, record any shares of capital stock of any subsidiary the Company, (ii) no subscription, warrant, option, convertible security or any such other right (contingent or other) to purchase or otherwise acquire from the Company equity securities of the Company is authorized or outstanding and (iii) there is no commitment by the Company to issue shares, subscriptions, warrants, options, rights, convertible securities or obligationsother such rights or, except for the redemption of the Series B Preferred Stock and the warrants issued to the holders thereof, to distribute to holders of any of its equity securities any evidence of indebtedness or asset in respect of such equity securities. All of the outstanding securities of the Company were issued in compliance with all applicable Federal and state securities laws. The description offering of the shares of Series A Preferred Stock and shares of Common Stock referenced in the Blue Sky Memorandum dated November 29, 1993 of Xxxxx & Xxxxxxx, counsel to the Company's stock, stock bonus and other stock plans or arrangements as supplemented by the Supplemental Blue Sky Memorandum, dated December 17, 1993, a copy of which is included in the Disclosure Schedule (the "Blue Sky Memorandum"), was conducted as described in the Blue Sky Memorandum, all facts assumed in the Blue Sky Memorandum relating to the Company were true as of any relevant time and, to the knowledge of the Company and the options or other rights granted and exercised thereunderExecutive Shareholders, set forth all facts assumed in the Private Placement Blue Sky Memorandum accurately and fairly presents other than those relating to the information required to be shown with respect to such plans, arrangements, options and rightsCompany were true as of any relevant time .

Authorized Capital Stock. Except as disclosed in or contemplated by the Confidential Private Placement Memorandum dated January 17October __, 2001 2004 prepared by the Company, including all Exhibits (except Exhibit G)exhibits, supplements and amendments thereto (the "“Private Placement Memorandum"”), the Company had authorized and outstanding capital stock as set forth under the heading "“Capitalization" ” in the Private Placement Memorandum as of the date set forth therein; the issued and outstanding shares of the Company's ’s Common Stock have been duly authorized and validly issued, are fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities, and conform in all material respects to the description thereof contained in the Private Placement Memorandum. Except as disclosed in or contemplated by the Private Placement Memorandum (including the issuance of options under the Company's 1996 Stock Incentive Plan and the issuance of shares of Common Stock pursuant to the Company's Employee Stock Purchase Plan after September 30, 1998)Memorandum, the Company does not have outstanding any options to purchase, or any preemptive rights or other rights to subscribe for or to purchase, any securities or obligations convertible into, or any contracts or commitments to issue or sell, shares of its capital stock, any shares of capital stock of any subsidiary or any such options, rights, convertible securities or obligations. The description With respect to each of the Company's Subsidiaries, (i) the Company owns 100% of such Subsidiary’s capital stock, (ii) all the issued and outstanding shares of such Subsidiary’s capital stock bonus have been duly authorized and other stock plans validly issued, are fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, were not issued in violation of or arrangements and the options subject to any preemptive rights or other rights granted to subscribe for or purchase securities, and exercised thereunder(iii) there are no outstanding options to purchase, set forth in the Private Placement Memorandum accurately and fairly presents the information required or any preemptive rights or other rights to be shown with respect subscribe for or to purchase, any securities or obligations convertible into, or any contracts or commitments to issue or sell, shares of such plansSubsidiary’s capital stock or any such options, arrangementsrights, options and rightsconvertible securities or obligations.

Authorized Capital Stock. Except as disclosed in or contemplated by the Confidential Private Placement Memorandum dated January 1727, 2001 1997 prepared by the Company, including all Exhibits (except Exhibit G), supplements and amendments thereto Company (the "Private Placement Memorandum"), the Company had authorized and outstanding capital stock as set forth under the heading "Capitalization" in the Private Placement Memorandum as of the date set forth therein; the issued and outstanding shares of the Company's Common Stock have been duly authorized and validly issued, are fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities, and conform in all material respects to the description thereof contained in or incorporated by reference into the Private Placement Memorandum. All issued and outstanding shares of capital stock of each subsidiary of the Company have been duly authorized and validly issued and are fully paid and nonassessable. Except as disclosed in or contemplated by the Private Placement Memorandum (including and the issuance financial statements of options under the Company's 1996 Stock Incentive Plan , and the issuance of shares of Common Stock pursuant to related notes thereto, incorporated by reference into the Company's Employee Stock Purchase Plan after September 30Private Placement Memorandum, 1998), neither the Company does not have nor any subsidiary has outstanding any options to purchase, or any preemptive rights or other rights to subscribe for or to purchase, any securities or obligations convertible into, or any contracts or commitments to issue or sell, shares of its capital stock, any shares of capital stock of any subsidiary or any such options, rights, convertible securities or obligations. The description of the Company's stock, stock bonus and other stock plans or arrangements and the options or other rights granted and exercised thereunder, set forth in the Private Placement Memorandum Memorandum, or incorporated by reference therein, accurately and fairly presents the information required to be shown with respect to such plans, arrangements, options and rights.

Authorized Capital Stock. Except as disclosed in or contemplated by As of September 30, 2003, (i) the Confidential Private Placement Memorandum dated January 17authorized capital stock of the Company consisted of 100,000,000 shares of Common Stock and 10,000,000 shares of Preferred Stock, 2001 prepared by of which 27,794,463 shares of Common Stock and no shares of Preferred Stock were issued and outstanding; (ii) there were outstanding options granted pursuant to the Company, including all Exhibits ’s stock option plans to purchase a total of 7,053,372 shares of Common Stock; (except Exhibit G), supplements and amendments thereto (the "Private Placement Memorandum"), the Company had authorized and outstanding capital stock as set forth iii) there were available for issuance under the heading "Capitalization" in the Private Placement Memorandum as Company’s stock option and purchase plans a total of the date set forth therein1,603,295 shares of Common Stock; the and (iv) there were outstanding warrants to purchase 217,647 shares of Common Stock. The issued and outstanding shares of the Company's ’s Common Stock have been duly authorized and validly issued, are fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, laws and were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities, and conform in all material respects to the description thereof contained in the Private Placement Memorandum. Except for stock options and other awards granted under the option, award and purchase plans of the Company described in the Private Placement Memorandum or except as otherwise disclosed in or contemplated by the Private Placement Memorandum (including the issuance of options under the Company's 1996 Stock Incentive Plan and the issuance of shares of Common Stock pursuant to the Company's Employee Stock Purchase Plan after September 30, 1998)Memorandum, the Company does not have outstanding any options to purchase, or any preemptive rights or other rights to subscribe for or to purchase, any securities or obligations convertible into, or any contracts or commitments to issue or sell, shares of its capital stock, any shares of capital stock of any subsidiary or any such options, rights, convertible securities or obligations. The description of the Company's ’s stock, stock bonus and other stock plans or arrangements and the options or other rights granted and exercised thereunder, set forth or incorporated by reference in the Private Placement Memorandum accurately and fairly presents the in all material respects all information required to be shown with respect pertaining to such plans, arrangements, options and rights. With respect to each Subsidiary, (i) all the issued and outstanding shares of the Subsidiary’s capital stock have been duly authorized and validly issued, are fully paid and nonassessable, have been issued in compliance with applicable federal and state securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities, and (ii) there are no outstanding options to purchase, or any preemptive rights or other rights to subscribe for or to purchase, any securities or obligations convertible into, or any contracts or commitments to issue or sell, shares of the Subsidiary’s capital stock or any such options, rights, convertible securities or obligations. Except as disclosed on Schedule 4.1, the Company owns 100% of the outstanding equity of each Subsidiary.

Authorized Capital Stock. Except as disclosed in or contemplated by the Confidential Private Placement Memorandum dated January 17August 13, 2001 prepared by the Company, including all Exhibits (except Exhibit G)exhibits, supplements and amendments thereto (the "Private Placement Memorandum"), the Company had authorized and outstanding capital stock as set forth under the heading "Capitalization" in the Private Placement Memorandum as of the date set forth therein; the issued and outstanding shares of the Company's Common Stock have been duly authorized and validly issued, are fully paid and nonassessable, have been issued in material compliance with all federal and state securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities, and conform in all material respects to the description thereof contained in the Private Placement Memorandum. Except as disclosed in or contemplated by the Private Placement Memorandum (including the issuance of options under the Company's 1996 Stock Incentive Plan and the issuance of shares of Common Stock pursuant to the Company's Employee Stock Purchase Plan after September 30, 1998)Memorandum, the Company does not have outstanding any options to purchase, or any preemptive rights or other rights to subscribe for or to purchase, any securities or obligations convertible into, or any contracts or commitments to issue or sell, shares of its capital stock, any shares of capital stock of any subsidiary or any such options, rights, convertible securities or obligations. The description With respect to the Subsidiary, (i) all the issued and outstanding shares of the CompanySubsidiary's stockcapital stock have been duly authorized and validly issued, stock bonus are fully paid and other stock plans nonassessable, have been issued in compliance with applicable federal and state securities laws, were not issued in violation of or arrangements and the options subject to any preemptive rights or other rights granted to subscribe for or purchase securities, and exercised thereunder(ii) there are no outstanding options to purchase, set forth in or any preemptive rights or other rights to subscribe for or to purchase, any securities or obligations convertible into, or any contracts or commitments to issue or sell, shares of the Private Placement Memorandum accurately and fairly presents the information required to be shown with respect to Subsidiary's capital stock or any such plansoptions, arrangementsrights, options and rightsconvertible securities or obligations.

Authorized Capital Stock. Except as disclosed in or contemplated by the Confidential Private Placement Memorandum dated January 17As of August 21, 2001 prepared by the Company, including all Exhibits (except Exhibit G), supplements and amendments thereto (the "Private Placement Memorandum")2001, the Company had authorized and outstanding capital stock as set forth under the heading "Capitalization" on Schedule 4.2 hereof, and since such date, except as contemplated by this Agreement and the other Agreements and except for stock issuances pursuant to Company equity incentive programs disclosed in or contemplated by the Private Placement Memorandum as Company's (i) Annual Report on Form 10-K for the year ended December 31, 2000, (ii) Current Report on Form 8-K filed with the Securities and Exchange Commission (the "Commission") on August 7, 2001, (iii) Current Report on Form 8-K filed with the Commission on August 9, 2001, (iv) Quarterly Report on Form 10-Q for the Quarter ended June 30, 2001, (v) Proxy Statement for its Annual Meeting of Stockholders on May 18, 2001, and (vi) any disclosure schedule delivered by the date set forth therein; Company to the Purchaser simultaneously with the execution of this Agreement (collectively, the "Disclosure Documents"), there have been no additional issuances of Common Stock. The issued and outstanding shares of the Company's Common Stock have been duly authorized and validly issued, are fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities, and conform in all material respects to the description thereof contained in the Private Placement MemorandumDisclosure Documents. Except as disclosed in or contemplated by the Private Placement Memorandum Disclosure Documents (including the issuance of options under the Company's 1996 Stock Incentive Plan and the issuance of shares of Common Stock pursuant to the Company's Employee Stock Purchase Plan after September 30, 1998), the Company does not have outstanding any options to purchase, or any preemptive rights or other rights to subscribe for or to purchase, any securities or obligations convertible into, or any contracts or commitments to issue or sell, shares of its capital stock, any shares of capital stock of any subsidiary or any such options, rights, convertible securities or obligations. The description of the Company's stock, stock bonus and other stock plans or arrangements and the options or other rights granted and exercised thereunder, set forth in the Private Placement Memorandum Disclosure Documents accurately and fairly presents the information required to be shown with respect to such plans, arrangements, options and rights.

Authorized Capital Stock. Except as disclosed set forth in Section 3.02 of the Disclosure Schedule and except for subsequent issuances, if any, pursuant to this Agreement or contemplated by pursuant to agreements, employee or director benefit plans or the Confidential Private Placement Memorandum dated January 17, 2001 prepared by exercise of convertible securities referred to in the Company, including all Exhibits 2003 Annual Report (except Exhibit G), supplements and amendments thereto (the "Private Placement Memorandum"as defined below), the Company had authorized has authorized, issued and outstanding capital stock as set forth under the heading "Capitalization" in the Private Placement Memorandum Company's annual report on Form 10-K for the year ended 2003, as applicable (the "2003 ANNUAL REPORT"), filed by it on March 15, 2004, with the United States Securities and Exchange Commission (the "COMMISSION") pursuant to the Securities and Exchange Act of 1934, as amended (the date set forth therein; the "EXCHANGE ACT"). The issued and outstanding shares of the Company's Series B Preferred Stock, par value $1.00 per share and the Common Stock have been duly authorized and validly issued, are fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, were not issued in violation of or are not otherwise subject to any preemptive or other similar rights or other rights to subscribe for or purchase securitiessecurities except for any such rights as may have been duly waived, and conform in all material respects to the description descriptions thereof contained in the Private Placement Memorandum2003 Annual Report. Except as disclosed in or contemplated by the Private Placement Memorandum (including the issuance of 2003 Annual Report, and except for options issued under the Company's 1996 Stock Incentive Plan stock option plan other than to executives and the issuance of shares of Common Stock pursuant to the Company's Employee Stock Purchase Plan after September 30, 1998), board members (i) the Company does not have outstanding any options or warrants to purchase, or any preemptive rights or other rights to subscribe for or to purchase, any securities or obligations convertible into, or any contracts or commitments to issue or sell, shares of its capital stock, stock or any shares of capital stock of any subsidiary and (ii) there is no commitment, plan or arrangement to issue any securities or obligations convertible into any shares of capital stock of the Company or any such options, rights, rights convertible securities or obligations. The description of the Company's capital stock, stock bonus and other stock plans or arrangements and the options or other rights granted and exercised thereunder, set forth contained in the Private Placement Memorandum accurately and 2003 Annual Report fairly presents in all material respects the information required to be shown in such Report with respect to such capital stock, plans, arrangements, options and rights.

Authorized Capital Stock. Except as disclosed in or contemplated by the Confidential Private Placement Memorandum Memorandum, dated January 17August 2, 2001 2002, prepared by the Company, including all Exhibits (except Exhibit G)Exhibits, supplements and amendments thereto (the "Private Placement Memorandum"), the Company had authorized and outstanding the capital stock as set forth under the heading "Capitalization" in the Private Placement Memorandum as of the date set forth therein; the issued and outstanding shares of the Company's Common Stock have been duly authorized and validly issued, are fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities, and conform in all material respects to the description thereof contained in the Private Placement Memorandum. Except as disclosed in or contemplated by the Private Placement Memorandum (including the issuance of options under the Company's 1996 Stock Incentive Plan and the issuance of shares of Common Stock pursuant to the Company's Employee Stock Purchase Plan after September 30, 1998)Memorandum, the Company does not have outstanding any options to purchase, or any preemptive rights or other rights to subscribe for or to purchase, any securities or obligations convertible into, or any contracts or commitments to issue or sell, shares of its capital stock, any shares of capital stock of any subsidiary or any such options, rights, convertible securities or obligations. The description With respect to each Subsidiary, (i) all the issued and outstanding shares of the Companyeach Subsidiary's stockcapital stock have been duly authorized and validly issued, stock bonus are fully paid and other stock plans nonassessable, have been issued in compliance with applicable federal and state securities laws, were not issued in violation of or arrangements and the options subject to any preemptive rights or other rights granted to subscribe for or purchase securities, and exercised thereunder(ii) there are no outstanding options to purchase, set forth in or any preemptive rights or other rights to subscribe for or to purchase, any securities or obligations convertible into, or any contracts or commitments to issue or sell, shares of the Private Placement Memorandum accurately and fairly presents the information required to be shown with respect to Subsidiary's capital stock or any such plansoptions, arrangementsrights, options and rightsconvertible securities or obligations.

Authorized Capital Stock. Except as disclosed in or contemplated by the Confidential Private Placement Memorandum dated January 17, 2001 prepared by the Company, including all Exhibits (except Exhibit G), supplements and amendments thereto (the "Private Placement Memorandum"), the The Company had duly authorized and validly issued outstanding capital stock capitalization as set forth under in the heading "“Capitalization" in ” section of the Private Placement Memorandum (as defined below) as of the date set forth therein; the issued and outstanding shares of Common Stock (a) have been duly authorized and validly issued, (b) are fully paid and nonassessable, (c) have been issued in compliance with all federal and state securities laws and, (d) except for those granted therein by the holders thereof (other than the Company's Common Stock ), are free and clear of all security interests, liens, pledges, mortgages or other encumbrances, whether arising voluntarily, involuntarily or by operation of law (“Liens”), (e) were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities, and (f) conform in all material respects to the description thereof contained in the confidential private placement memorandum dated July 30, 2009 (together with any exhibits, amendments and supplements thereto and all information incorporated by reference therein, the “Private Placement Memorandum”). Except as set forth in the Private Placement Memorandum and except for the stock options or other equity incentives that have been issued since June 30, 2009, the Company does not have outstanding any options to purchase, or any preemptive rights or other rights to subscribe for or to purchase, any securities or obligations convertible into, or any contracts or commitments to issue or sell, shares of its capital stock or any such options, rights, convertible securities or obligations. With respect to each of the Subsidiaries, (i) all of the issued and outstanding shares of such Subsidiary’s capital stock (or equity interests in the case of non-corporate entities) have been duly authorized and validly issued, are fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities, and conform in all material respects to the description thereof contained in the Private Placement Memorandum. Except as disclosed in or contemplated by the Private Placement Memorandum (including the issuance of options under the Company's 1996 Stock Incentive Plan and the issuance of shares of Common Stock pursuant to the Company's Employee Stock Purchase Plan after September 30, 1998), the Company does not have ii) there are no outstanding any options to purchase, or any preemptive rights or other rights to subscribe for or to purchase, any securities or obligations convertible into, or any contracts or commitments to issue or sell, shares of its capital stock, any shares of such Subsidiary’s capital stock of any subsidiary or any such options, rights, convertible securities or obligations. The description of the Company's stock, stock bonus and other stock plans or arrangements and the options or other rights granted and exercised thereunder, set forth in the Private Placement Memorandum accurately and fairly presents the information required to be shown with respect to such plans, arrangements, options and rights.

Authorized Capital Stock. Except as disclosed in or contemplated by the Confidential Private Placement Memorandum dated January 17, 2001 prepared by the Company, including all Exhibits (except Exhibit G), supplements and amendments thereto (the "Private Placement Memorandum"), the The Company had duly authorized and validly issued outstanding capital stock capitalization as set forth under the heading "Capitalization" in the Private Placement Memorandum SEC Filings as of the date set forth therein; the issued and outstanding shares of the Company's ’s Common Stock have been duly authorized and validly issued, are fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities, and conform in all material respects to the description thereof contained in the Private Placement MemorandumSEC Filings. Except as disclosed in the SEC Filings or contemplated in the private placement memorandum of the Company prepared in connection with the offering of the Shares (including all exhibits, supplements and amendments thereto and all information incorporated by reference therein, the “Private Placement Memorandum (including the issuance of options under the Company's 1996 Stock Incentive Plan and the issuance of shares of Common Stock pursuant to the Company's Employee Stock Purchase Plan after September 30, 1998Memorandum”), the Company does not have outstanding any options to purchase, or any preemptive rights or other rights to subscribe for or to purchase, any securities or obligations convertible into, or any contracts or commitments to issue or sell, shares of its capital stock, any shares of capital stock of any subsidiary or any such options, rights, convertible securities or obligations. The description With respect to each of the Company's stockSignificant Subsidiaries (i) all the issued and outstanding shares of each Significant Subsidiary’s capital stock have been duly authorized and validly issued, stock bonus are fully paid and other stock plans nonassessable, have been issued in compliance with all federal and state securities laws, were not issued in violation of or arrangements and the options subject to any preemptive rights or other rights granted to subscribe for or purchase securities, and exercised thereunder(ii) there are no outstanding options to purchase, set forth in or any preemptive rights or other rights to subscribe for or to purchase, any securities or obligations convertible into, or any contracts or commitments to issue or sell, shares of such Significant Subsidiary’s capital stock or any such options, rights, convertible securities or obligations. There are no securities or instruments issued by or to which the Private Placement Memorandum accurately and fairly presents Company is a party containing anti-dilution or similar provisions that will be triggered by the information required to be shown with respect to such plans, arrangements, options and rightsissuance of the Shares.

Authorized Capital Stock. Except as disclosed in or contemplated by the Confidential Private Placement Memorandum dated January 17, 2001 prepared by the Company, including all Exhibits (except Exhibit G), supplements and amendments thereto (the "Private Placement Memorandum"), the The Company had duly authorized and validly issued outstanding capital stock capitalization as set forth under the heading "“Capitalization" ” in the confidential Private Placement Memorandum dated April 15, 2008 prepared by the Company (including all exhibits, supplements and amendments thereto, the “Private Placement Memorandum”) as of the date set forth therein; the issued and outstanding shares of the Company's Common Stock have been duly authorized and validly issued, are fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities, and conform in all material respects to the description thereof contained in the Private Placement Memorandum. Except as disclosed in or contemplated by the Private Placement Memorandum (including the issuance of The Company does not have outstanding any options under the Company's 1996 Stock Incentive Plan and the issuance of shares of to purchase Common Stock other than with respect to options to purchase Common Stock issued pursuant to the Company's Employee Stock Purchase Plan after September 30’s stock option plans and deferred compensation plans in effect on the date hereof, 1998as described in the “Securities Authorized for Issuance Under Equity Compensation Plans” section of the Company’s Annual Report on Form 10-K/A for the fiscal year ended December 31, 2007 filed with the U.S. Securities and Exchange Commission on April 10, 2008 (the “2007 Form 10-K/A”). The issuance of the Shares, Warrants and Ratchet Warrants will not trigger the anti-dilution provisions or any obligation to reset the exercise price with respect to any outstanding security and the Company does not have outstanding any preemptive rights or other rights to subscribe for or to purchase, any securities or obligations convertible into, or any contracts or commitments to issue or sell, shares of its capital stock or any such rights, convertible securities or obligations. With respect to each of the Subsidiaries (i) all the issued and outstanding shares of such Subsidiary’s capital stock have been duly authorized and validly issued, are fully paid and nonassessable, are owned free and clear of any security interests, liens, encumbrances, equities or claims, have been issued in compliance with all federal and state securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities, and (ii) there are no outstanding options to purchase, or any preemptive rights or other rights to subscribe for or to purchase, any securities or obligations convertible into, or any contracts or commitments to issue or sell, shares of its capital stock, any shares of such Subsidiary’s capital stock of any subsidiary or any such options, rights, convertible securities or obligations. The description of the Company's stock, stock bonus and other stock plans or arrangements and the options or other rights granted and exercised thereunder, set forth in the Private Placement Memorandum accurately and fairly presents the information required to be shown with respect to such plans, arrangements, options and rights.

Authorized Capital Stock. Except as disclosed in or contemplated by the Confidential Private Placement Memorandum dated January 17, 2001 prepared by the Company, including all Exhibits (except Exhibit G), supplements and amendments thereto (the "Private Placement Memorandum"), the The Company had duly authorized and validly issued outstanding capital stock as set forth under the heading "Capitalization" in the Private Placement Memorandum capitalization as, and as of the date dates, set forth therein; in the Registration Statement and the Prospectus. The issued and outstanding shares of the Company's Common Stock have been duly authorized and validly issued, are fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities, and conform in all material respects to the description thereof contained in the Private Placement MemorandumRegistration Statement and the Prospectus. Except as disclosed in or contemplated the Registration Statement and the Prospectus and except for stock options granted by the Private Placement Memorandum (including the issuance of options under Company in amounts that are consistent with grants historically made by the Company's 1996 Stock Incentive Plan and the issuance of shares of Common Stock pursuant to the Company's Employee Stock Purchase Plan after September 30, 1998), the Company does not have outstanding any options to purchase, or any preemptive rights or other rights to subscribe for or to purchase, any securities or obligations convertible into, or any contracts or commitments to issue or sell, shares of its capital stock, any shares of capital stock of any subsidiary or any such options, rights, convertible securities or obligations. The description With respect to each of the Company's stockSubsidiaries (i) all the issued and outstanding shares of such Subsidiary’s capital stock have been duly authorized and validly issued, stock bonus are fully paid and other stock plans nonassessable, have been issued in compliance with all federal and state securities laws, were not issued in violation of or arrangements and the options subject to any preemptive rights or other rights granted to subscribe for or purchase securities, and exercised thereunder(ii) there are no outstanding options to purchase, set forth in the Private Placement Memorandum accurately and fairly presents the information required or any preemptive rights or other rights to be shown with respect subscribe for or to purchase, any securities or obligations convertible into, or any contracts or commitments to issue or sell, shares of such plansSubsidiary’s capital stock or any such options, arrangementsrights, options and rightsconvertible securities or obligations.

Authorized Capital Stock. Except as disclosed in or contemplated by the Confidential Private Placement Memorandum dated January 17August 21, 2001 2003 prepared by the Company, including all Exhibits (except Exhibit G)Exhibits, supplements and amendments thereto (the "“Private Placement Memorandum"”), the Company had authorized and outstanding capital stock as set forth under of the heading "Capitalization" Company conforms in all material respects to the description thereof contained in the Private Placement Memorandum SEC Documents, as of the date dates set forth therein; the issued and outstanding shares of the Company's ’s Common Stock and Series C Preferred Stock, par value $.01 per share (“Series C Preferred Stock”), have been duly authorized and validly issued, are fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities, and conform in all material respects to the description thereof contained in the Private Placement MemorandumSEC Documents. Except as disclosed in or contemplated by the Private Placement Memorandum (including the issuance The description of options under the Company's 1996 Stock Incentive Plan ’s stock, stock bonus and other stock plans or arrangements and the issuance options or other rights granted and exercised thereunder, set forth in the SEC Documents accurately and fairly presents the information required to be shown with respect to such plans, arrangements, options and rights. With respect to each Subsidiary, (i) the Company owns 100% of the Subsidiary’s capital stock, (ii) all the issued and outstanding shares of Common Stock pursuant the Subsidiary’s capital stock have been duly authorized and validly issued, are fully paid and nonassessable, have been issued in compliance with applicable federal and state securities laws, were not issued in violation of or subject to the Company's Employee Stock Purchase Plan after September 30any preemptive rights or other rights to subscribe for or purchase securities, 1998), the Company does not have and (iii) there are no outstanding any options to purchase, or any preemptive rights or other rights to subscribe for or to purchase, any securities or obligations convertible into, or any contracts or commitments to issue or sell, shares of its capital stock, any shares of the Subsidiary’s capital stock of any subsidiary or any such options, rights, convertible securities or obligations. The description of the Company's stock, stock bonus and other stock plans or arrangements and the options or other rights granted and exercised thereunder, set forth in the Private Placement Memorandum accurately and fairly presents the information required to be shown with respect to such plans, arrangements, options and rights.

Authorized Capital Stock. Except as disclosed in or contemplated by As of May 28, 2003, (i) the Confidential Private Placement Memorandum dated January 17authorized capital stock of the Company consisted of 100,000,000 shares of Common Stock and 10,000,000 shares of Preferred Stock, 2001 prepared by of which 23,488,123 shares of Common Stock and no shares of Preferred Stock were issued and outstanding; (ii) there were outstanding options granted pursuant to its to purchase a total of 6,168,443 shares of Common Stock; (iii) there were available for issuance under the Company, including all Exhibits ’s stock option and purchase plans a total of 1,894,469 shares of Common Stock; and (except Exhibit G), supplements and amendments thereto (the "Private Placement Memorandum"), the Company had authorized and iv) there were outstanding capital stock as set forth under the heading "Capitalization" in the Private Placement Memorandum as warrants to purchase 217,647 shares of the date set forth therein; the Common Stock. The issued and outstanding shares of the Company's ’s Common Stock have been duly authorized and validly issued, are fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, laws and were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities, and conform in all material respects to the description thereof contained in the Private Placement Memorandum. Except for stock options and other awards granted under the option, award and purchase plans of the Company described in the Private Placement Memorandum or except as otherwise disclosed in or contemplated by the Private Placement Memorandum (including the issuance of options under the Company's 1996 Stock Incentive Plan and the issuance of shares of Common Stock pursuant to the Company's Employee Stock Purchase Plan after September 30, 1998)Memorandum, the Company does not have outstanding any options to purchase, or any preemptive rights or other rights to subscribe for or to purchase, any securities or obligations convertible into, or any contracts or commitments to issue or sell, shares of its capital stock, any shares of capital stock of any subsidiary or any such options, rights, convertible securities or obligations. The description of the Company's ’s stock, stock bonus and other stock plans or arrangements and the options or other rights granted and exercised thereunder, set forth or incorporated by reference in the Private Placement Memorandum accurately and fairly presents the in all material respects all information required to be shown with respect pertaining to such plans, arrangements, options and rights. With respect to each Subsidiary, (i) all the issued and outstanding shares of the Subsidiary’s capital stock have been duly authorized and validly issued, are fully paid and nonassessable, have been issued in compliance with applicable federal and state securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities, and (ii) there are no outstanding options to purchase, or any preemptive rights or other rights to subscribe for or to purchase, any securities or obligations convertible into, or any contracts or commitments to issue or sell, shares of the Subsidiary’s capital stock or any such options, rights, convertible securities or obligations. Except as disclosed on Schedule 4.1, the Company owns 100% of the outstanding equity of each Subsidiary.

Authorized Capital Stock. Except as disclosed in or contemplated by the Confidential Private Placement Memorandum Memorandum, dated January 17November 19, 2001 2004 prepared by the Company, including all Exhibits (except Exhibit G)exhibits, supplements and amendments thereto (the "“Private Placement Memorandum"”), the Company had authorized and outstanding the capital stock as set forth under the heading "“Capitalization" ” in the Private Placement Memorandum as of the date set forth therein; the issued and outstanding shares of the Company's ’s Common Stock have been duly authorized and validly issued, are fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities, and conform in all material respects to the description thereof contained in the Private Placement Memorandum. Except as disclosed Other than pursuant to plans or agreements described in or contemplated by the Private Placement Memorandum (including the issuance of options under the Company's 1996 Stock Incentive Plan and the issuance of shares of Common Stock pursuant to the Company's Employee Stock Purchase Plan after September 30, 1998)Memorandum, the Company does not have outstanding any options to purchase, or any preemptive rights or other rights to subscribe for or to purchase, any securities or obligations convertible into, or any contracts or commitments to issue or sell, shares of its capital stock, any shares of capital stock of any subsidiary or any such options, rights, convertible securities or obligations. The description of the Company's ’s stock, stock bonus and other stock plans or arrangements and the options or other rights granted and exercised thereunder, set forth in the Private Placement Memorandum accurately and fairly presents the all material information required to be shown with respect to such plans, arrangements, options and rights. With respect to each Subsidiary, (i) all the issued and outstanding shares of each Subsidiary’s capital stock or other equity interests have been duly authorized and validly issued, are fully paid and, in the case of each Subsidiary that is a corporation, nonassessable, have been issued in compliance with applicable federal and state securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities, and (ii) there are no outstanding options to purchase, or any preemptive rights or other rights to subscribe for or to purchase, any securities or obligations convertible into, or any contracts or commitments to issue or sell, shares of any Subsidiary’s capital stock or other equity interests or any such options, rights, convertible securities or obligations.