Common use of Authorized Capital Stock Clause in Contracts

Authorized Capital Stock. The Company had duly authorized and validly issued outstanding capitalization as set forth in the SEC Filings 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 SEC Filings. Except as disclosed in the SEC Filings or 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”), 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 (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 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 Company is a party containing anti-dilution or similar provisions that will be triggered by the issuance of the Shares.

Authorized Capital Stock. The Company had duly authorized and validly issued outstanding capitalization as set forth under the heading “Capitalization” in the SEC Filings 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 SEC Filings. Except as disclosed in the SEC Filings or 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”), the . The Company does not have outstanding any options to purchasepurchase Common Stock other than with respect to options to purchase Common Stock issued pursuant to the Company’s stock option plans and deferred compensation plans in effect on the date hereof, as 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 options, rights, convertible securities or obligations. With respect to each of the Significant Subsidiaries (i) all the issued and outstanding shares of each Significant 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 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 Company is a party containing anti-dilution or similar provisions that will be triggered by the issuance of the Shares.

Authorized Capital Stock. The Company had duly authorized and validly issued outstanding capitalization as set Set forth in Schedule 4.3 is the SEC Filings Company’s capital structure as of the date set forth thereinhereof; the issued and outstanding shares of the Company’s 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 lawslaws and, (d) except for those granted therein by the holders thereof (other than the Company), are free and clear of all security interests, liens, pledges, mortgages or other encumbrances, whether arising voluntarily, involuntarily or by operation of law (“Liens”), and (e) 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 SEC Filings. Except as disclosed set forth in Schedule 4.3 and except for the SEC Filings stock options or in the private placement memorandum of the Company prepared in connection with the offering of the Shares (including all exhibitsother equity incentives that have been issued since March 1, supplements and amendments thereto and all information incorporated by reference therein, the “Private Placement Memorandum”)2010, 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 Subsidiaries, (i) all of the issued and outstanding shares of each Significant 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, laws and were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities, securities and were not issued in violation of any contract or agreement to which the Company is a party; 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 such Significant Subsidiary’s capital stock or any such options, rights, convertible securities or obligations. There are The Company has no securities current plans or instruments intentions to issue any additional shares of Common Stock between the date hereof and the Closing, except for stock options or other equity incentives under the Company’s existing employee benefit or compensation plans or Common Stock issued by or pursuant to which the Company is a party containing anti-dilution or similar provisions that will be triggered by the issuance conversion of other capital stock outstanding as of the Sharesdate hereof, the conversion of the Convertible Notes, the exercise of the Warrant or as otherwise contemplated in this Agreement.

Authorized Capital Stock. The Company had duly authorized and validly issued outstanding capitalization as set forth in the SEC Filings Section entitled "Capitalization" in the 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 SEC FilingsDocuments. Except for options to purchase 3,853,632 Ordinary Shares outstanding as disclosed in of August 5, 2007 under the SEC Filings or in Company's equity incentive plans, and except for Securities issuable under 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”)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 or any such options, rights, convertible securities or obligations. With respect to each of the Significant Subsidiaries Subsidiary (i) all the issued and outstanding shares of each Significant such Subsidiary’s 's capital stock have been duly authorized and validly issued, are fully paid and nonassessable, have been issued in compliance with all federal Israeli, federal, state and state other applicable foreign 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 (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 such Significant Subsidiary’s 's capital stock or any such options, rights, convertible securities or obligations. 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 Shares.

Authorized Capital Stock. The Company had duly authorized and validly issued has the outstanding capitalization capital stock as most recently set forth in the SEC Filings Company Documents as of filed with the date set forth therein; the Commission. 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, . 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 SEC FilingsInitial Closing and the Second Closing. Except as disclosed in the SEC Filings or in the private placement memorandum of the Company prepared in connection Documents as filed with the offering of the Shares (including all exhibits, supplements and amendments thereto and all information incorporated by reference therein, the “Private Placement Memorandum”)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 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 Company Documents as filed with the Commission accurately and fairly presents all material information with respect to such plans, arrangements, options and rights. With respect to each of the Significant Subsidiaries Subsidiary, (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 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 such Significant any 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 Company is a party containing anti-dilution or similar provisions that will be triggered by the issuance of the Shares.

Authorized Capital Stock. The Except as disclosed in or ------------------------ contemplated by the Confidential Private Placement Memorandum dated January 19, 2005 prepared by the Company, including all Exhibits, supplements and amendments thereto and all documents incorporated by reference therein (the "Private Placement Memorandum"), the Company had duly authorized and validly issued outstanding capitalization as the capital stock set forth under the heading "Capitalization" in the SEC Filings 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 SEC FilingsPrivate Placement Memorandum. Except as disclosed in the SEC Filings or 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”)Memorandum 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 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 all material information with respect to such plans, arrangements, options and rights. With respect to each of the Significant Subsidiaries Subsidiary, except as set forth in Exhibit A (i) all the issued and outstanding shares of each Significant Subsidiary’s 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 all 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 such Significant the Subsidiary’s 's capital stock or other equity interests or any such options, rights, convertible securities or obligations. 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 Shares.

Authorized Capital Stock. The Company had duly authorized and validly issued outstanding capitalization as set forth in the SEC Filings 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 SEC FilingsCompany’s filings with the Securities and Exchange Commission. Except as disclosed set forth in the Company’s SEC Filings or in filings and except for options and other awards that may be granted under the private placement memorandum of the Company prepared in connection with the offering of the Shares (including all exhibits, supplements Company’s Amended and amendments thereto and all information incorporated by reference therein, the “Private Placement Memorandum”)Restated 1997 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 or any such options, rights, convertible securities or obligations. 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 total outstanding shares of stock. With respect to each of the Significant Subsidiaries (i) all the issued and outstanding shares of each Significant 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 (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 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 Company is a party containing anti-dilution or similar provisions that will be triggered by the issuance of the Shares.

Authorized Capital Stock. The Except as set forth in SECTION 3.02 OF THE DISCLOSURE SCHEDULE 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 (as defined below), the Company had duly authorized has authorized, issued and validly issued outstanding capitalization capital stock as set forth in the SEC Filings Company's quarterly report on Form 10-Q for the quarter ended March 31, 2003 and the Company's annual report on Form 10-K for the year ended 2002, as applicable (collectively, the "34 ACT REPORTS"), filed by it 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 's Series B Preferred Stock, par value $1.00 per share (the "SERIES B PREFERRED") 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 SEC Filings34 Act Reports. Except as disclosed in the SEC Filings or 34 Act Reports, and except for options issued under the Company's stock plans after March 31, 2003 and as otherwise set forth in the private placement memorandum of the Company prepared in connection with the offering of the Shares SECTION 3.02 OF THE DISCLOSURE SCHEDULE, (including all exhibits, supplements and amendments thereto and all information incorporated by reference therein, the “Private Placement Memorandum”), 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 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 securitiessubsidiary, and (ii) there are is no outstanding options commitment, plan or arrangement to purchase, or any preemptive rights or other rights to subscribe for or to purchaseissue, any securities or obligations convertible into, or into any contracts or commitments to issue or sell, shares of such Significant Subsidiary’s capital stock of the Company or any such options, rights, rights convertible securities or obligations. 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 The description of the SharesCompany's capital stock, stock bonus and other stock plans or arrangements and the options or other rights granted and exercised thereunder, contained in the 34 Act Reports, fairly presents in all material respects the information required to be shown in such 34 Act Reports with respect to such capital stock, plans, arrangements, options and rights.

Authorized Capital Stock. The Except as disclosed in or contemplated by the Confidential Private Placement Memorandum, dated November , 2003 prepared by the Company, including all Exhibits, supplements and amendments thereto (the “Private Placement Memorandum”), the Company had duly authorized and validly issued outstanding capitalization as the capital stock set forth under the heading “Capitalization” in the SEC Filings 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 SEC FilingsPrivate Placement Memorandum. Except as disclosed in the SEC Filings or 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”), 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. 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 all material information with respect to such plans, arrangements, options and rights. With respect to each of the Significant Subsidiaries Subsidiary, (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 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 such Significant the 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 Company is a party containing anti-dilution or similar provisions that will be triggered by the issuance of the Shares.

Authorized Capital Stock. The Company had duly authorized and validly issued outstanding capitalization as set forth under the heading “Capitalization” in the SEC Filings 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 SEC FilingsPrivate Placement Memorandum. Except as disclosed set forth in the SEC Filings or in Company’s Annual Report on Form 10-K for the private placement memorandum year ended December 31, 2006 (the “Form 10-K”), which is attached as an exhibit to, and made a part 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”), 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 Subsidiaries, (i) all the issued and outstanding shares of each Significant 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 (ii) except as provided in the Private Placement Memorandum, 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 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 Company is a party containing anti-dilution or similar provisions that will be triggered by the issuance of the Shares.

Authorized Capital Stock. The As of August 21, 2001, the Company had duly authorized and validly issued outstanding capitalization 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 SEC Filings 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 '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 SEC FilingsDisclosure Documents. Except as disclosed in or contemplated by the SEC Filings or in the private placement memorandum of the Company prepared in connection with the offering of the Shares Disclosure Documents (including all exhibitsthe 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, supplements and amendments thereto and all information incorporated by reference therein, the “Private Placement Memorandum”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. With respect to each The description of the Significant Subsidiaries (i) all Company's stock, stock bonus and other stock plans or arrangements and 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 options or other rights granted and exercised thereunder, set forth in the Disclosure Documents accurately and fairly presents the information required to subscribe for or purchase securitiesbe shown with respect to such plans, arrangements, options 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 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 Company is a party containing anti-dilution or similar provisions that will be triggered by the issuance of the Shares.

Authorized Capital Stock. The Company had duly As of February 23, 2002, the authorized and validly issued outstanding capitalization as set forth in the SEC Filings as capital stock of the date set forth thereinCompany consists of (a) 50,000,000 shares of Common Stock, 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; the (b) 10,000,000 shares of preferred stock, no par value, 300,000 shares of which have been designated as Series A Junior Participating Preferred Stock, none of which are issued or outstanding. 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 SEC FilingsPrivate 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 SEC Filings or in Confidential Private Placement Memorandum dated March 20, 2002 prepared by the private placement memorandum of the Company prepared in connection with the offering of the Shares (Company, including all exhibits, exhibits thereto (except Exhibit E) and supplements and amendments thereto and all information incorporated by reference therein, (the “"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 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 all material information 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 Significant Subsidiaries Subsidiary's capital stock (iexcept for directors' qualifying shares), (ii) all the issued and outstanding shares of each Significant the Subsidiary’s 's capital stock have been duly authorized and validly issued, are fully paid and nonassessable, have been issued in compliance with all 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 (iiiii) 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 Significant the Subsidiary’s 's capital stock or any such options, rights, convertible securities or obligations. 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 Shares.

Authorized Capital Stock. The Company had duly Immediately prior to the Closing, the authorized and validly issued outstanding capitalization as set forth in the SEC Filings as capital stock 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 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 SEC Filings. Except Documents (as disclosed defined in Section 3.18) or the SEC Filings or in the private placement memorandum Schedule of the Company prepared in connection with the offering of the Shares Exceptions (including all exhibitscollectively, supplements and amendments thereto and all information incorporated by reference therein, the “Private Placement MemorandumDisclosure 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 or any such options, rights, convertible securities 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 Disclosure Documents accurately and fairly presents all material information with respect to such plans, arrangements, options, and rights. With respect to each of the Significant Subsidiaries Subsidiary, (i) all the issued and outstanding shares of each Significant Subsidiary’s capital stock or other equity interests have been duly authorized and validly issued, are fully paid and nonassessableand, in the case of each Subsidiary that is a corporation, non-assessable, have been issued in compliance with all 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 such Significant any Subsidiary’s capital stock or other equity interests or any such options, rights, convertible securities securities, or obligations. There are no securities or instruments issued by or to which the Company is a party containing Any anti-dilution or similar provisions that 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 triggered 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. The As of August 21, 2001, the Company had duly authorized and validly issued outstanding capitalization 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 SEC Filings 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 '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 SEC FilingsDisclosure Documents. Except as disclosed in or contemplated by the SEC Filings or in the private placement memorandum of the Company prepared in connection with the offering of the Shares Disclosure Documents (including all exhibitsthe 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, supplements and amendments thereto and all information incorporated by reference therein, the “Private Placement Memorandum”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. With respect to each The description of the Significant Subsidiaries (i) all Company's stock, stock bonus and other stock plans or arrangements and 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 options or other rights granted and exercised thereunder, set forth in the - 4 - Disclosure Documents accurately and fairly presents the information required to subscribe for or purchase securitiesbe shown with respect to such plans, arrangements, options 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 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 Company is a party containing anti-dilution or similar provisions that will be triggered by the issuance of the Shares.

Authorized Capital Stock. The Except as disclosed in or contemplated by the Confidential Private Placement Memorandum, dated July , 2003 prepared by the Company, including all Exhibits, supplements and amendments thereto (the “Private Placement Memorandum”), the Company had duly authorized and validly issued outstanding capitalization as the capital stock set forth under the heading “Capitalization” in the SEC Filings 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 SEC FilingsPrivate Placement Memorandum. Except as disclosed in the SEC Filings or 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”), 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. 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 all material information with respect to such plans, arrangements, options and rights. With respect to each of the Significant Subsidiaries Subsidiary, (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 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 such Significant the 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 Company is a party containing anti-dilution or similar provisions that will be triggered by the issuance of the Shares.

Authorized Capital Stock. The Company had duly authorized and validly issued outstanding capitalization as set forth in the SEC Filings as capital stock of the date set forth thereinCompany consists of 400,000,000 shares of Common Stock and 200,000,000 shares of Preferred Stock (“Preferred Stock”), including 2,000,000 shares of Series A Cumulative Redeemable Convertible Preferred Stock, par value $0.01 per share (“Series A Preferred Stock”). As of the Effective Date, 3,640,209 shares of Common Stock were issued and outstanding and 1,000,000 shares of Series 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 SEC FilingsPrivate Placement Memorandum. Except as disclosed in the SEC Filings or 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”)Memorandum and, except for options issued pursuant to the Company’s 2005 Stock Incentive Plan and 2004 Stock 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 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 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 all material information with respect to such plans, arrangements, options and rights. With respect to each of the Significant Subsidiaries Subsidiary, (i) all the issued and outstanding shares shares, if any, of each Significant Subsidiary’s capital 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 (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 any of such Significant 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. There Except as disclosed in the SEC Filings or the Private Placement Memorandum, there are no securities stockholder agreements, voting agreements or instruments issued by similar agreements or arrangements with respect to the Common Stock or Preferred Stock to which the Company is a party containing anti-dilution or similar provisions that will be triggered by party, or, to the issuance knowledge of the SharesCompany, between or among any of the Company’s stockholders.

Authorized Capital Stock. The Company had duly authorized and validly issued had, at the date indicated therein, the outstanding capitalization as capital stock set forth under the heading "Capitalization" in the SEC Filings as of Confidential Private Placement 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 '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 SEC FilingsPrivate Placement Memorandum. Except as disclosed in the SEC Filings or 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”), 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. 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 all material information with respect to such plans, arrangements, options and rights. With respect to each of the Significant Subsidiaries Subsidiary, (i) all the issued and outstanding shares of each Significant Subsidiary’s 's capital stock have been duly authorized and validly issued, are fully paid and nonassessable, have been issued in compliance with all 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 such Significant the Subsidiary’s 's capital stock or any such options, rights, convertible securities or obligations. 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 Shares.

Authorized Capital Stock. The Company had duly authorized and validly issued outstanding capitalization as set forth under the heading “Capitalization” in the SEC Filings 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 SEC FilingsPrivate Placement Memorandum. Except as disclosed set forth in the SEC Filings or 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”), 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 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 (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 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 Company is a party containing anti-dilution or similar provisions that will be triggered by the issuance of the Shares.

Authorized Capital Stock. The Except as set forth in Section 3.02 of the Disclosure Schedule 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 2003 Annual Report (as defined below), the Company had duly authorized has authorized, issued and validly issued outstanding capitalization capital stock as set forth in the SEC Filings 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 '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 SEC Filings2003 Annual Report. Except as disclosed in the SEC Filings or in 2003 Annual Report, and except for options issued under the private placement memorandum of the Company prepared in connection with the offering of the Shares Company's stock option plan other than to executives and board members (including all exhibits, supplements and amendments thereto and all information incorporated by reference therein, the “Private Placement Memorandum”), 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 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. With respect to each The description of the Significant Subsidiaries (i) all Company's capital stock, stock bonus and other stock plans or arrangements and 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 options or other rights granted and exercised thereunder, contained in the 2003 Annual Report fairly presents in all material respects the information required to subscribe for or purchase securitiesbe shown in such Report with respect to such capital stock, plans, arrangements, options 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 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 Company is a party containing anti-dilution or similar provisions that will be triggered by the issuance of the Shares.

Authorized Capital Stock. The Company had has duly authorized and validly issued outstanding capitalization as set forth in the SEC Filings as of the date set forth therein; the on Schedule 4.3. 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 SEC Filings. Except as disclosed in the SEC Filings Filings, the Investor Presentation, dated November 2015, Schedule 4.3 hereto or in the private placement memorandum of the Company prepared in connection with the offering of the Shares this Agreement (including all exhibits, supplements and amendments thereto and all information incorporated by reference therein, the “Private Placement MemorandumDisclosure 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 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 (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 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 Company is a party containing anti-dilution or similar provisions that will be triggered by the issuance of the Shares.

Authorized Capital Stock. The authorized, issued and outstanding capital stock of the Company had duly authorized and validly issued outstanding capitalization is as set forth in the SEC Filings as of the date set forth therein; the Offering Memorandum. All issued and outstanding shares of the Company’s Common Stock Company capital 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, were and have not been issued in violation of or subject to any preemptive rights right, co-sale right, registration right, right of first refusal or other rights similar right. All of the outstanding shares of capital stock of the Company's subsidiaries have been duly and validly authorized and issued and are fully paid and non-assessable and are owned, directly or indirectly, by the Company, free and clear of any lien, pledge, charge, security 11 interest or other encumbrance. The Shares have been duly authorized and, in the case of the Option Shares, reserved for issuance, and, when issued and sold pursuant to subscribe this Purchase Agreement and, in the case of the Option Shares, the Option Agreement, will be duly and validly issued, fully paid and nonassessable and none of them will be issued in violation of any preemptive or other similar right. Except as disclosed in the Offering Memorandum, there is no outstanding option, warrant or other right calling for or purchase securitiesthe issuance of, and there is no commitment, plan or arrangement to issue, any share of capital stock of the Company or any subsidiary or any security convertible into, or exercisable or exchangeable for, such capital stock. The shares of Common Stock into which the Initial Shares are convertible (the "Underlying Common Stock") have been duly authorized and reserved for issuance and, when issued upon such conversion, will be duly and validly issued, fully paid and nonassessable and none of them will be issued in violation of any preemptive or other similar right. The Shares and the Common Stock conform in all material respects to the description thereof all statements in relation thereto contained in the SEC Filings. Except as disclosed in the SEC Filings or 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 Offering 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 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 (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 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 Company is a party containing anti-dilution or similar provisions that will be triggered by the issuance of the Shares.

Authorized Capital Stock. The authorized, issued and outstanding capital stock of the Company had duly authorized and validly issued outstanding capitalization is as set forth in the SEC Filings as of the date set forth therein; the Offering Memorandum. All issued and outstanding shares of the Company’s Common Stock Company capital 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, were and have not been issued in violation of or subject to any preemptive rights right, cosale right, registration right, right of first refusal or other rights similar right. All of the outstanding shares of capital stock of the Company's subsidiaries have been duly and validly authorized and issued and are fully paid and non-assessable and are owned, directly or indirectly, by the Company, free and clear of any lien, pledge, charge, security interest or other encumbrance. The Shares have been duly authorized and, in the case of the Option Shares, reserved for issuance, and, when issued and sold pursuant to subscribe this Purchase Agreement and, in the case of the Option Shares, the Option Agreement, will be duly and validly issued, fully paid and nonassessable and none of them will be issued in violation of any preemptive or other similar right. Except as disclosed in the Offering Memorandum, there is no outstanding option, warrant or other right calling for or purchase securitiesthe issuance of, and there is no commitment, plan or arrangement to issue, any share of capital stock of the Company or any subsidiary or any security convertible into, or exercisable or exchangeable for, such capital stock. The shares of Common Stock into which the Initial Shares are convertible (the "Underlying Common Stock") have been duly authorized and reserved for issuance and, when issued upon such conversion, will be duly and validly issued, fully paid and nonassessable and none of them will be issued in violation of any preemptive or other similar right. The Shares and the Common Stock conform in all material respects to the description thereof all statements in relation thereto contained in the SEC Filings. Except as disclosed in the SEC Filings or 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 Offering 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 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 (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 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 Company is a party containing anti-dilution or similar provisions that will be triggered by the issuance of the Shares.

Authorized Capital Stock. The Company had duly authorized and validly issued outstanding capitalization as set forth in the SEC Filings as As of the date set forth therein, the Company has the outstanding capital stock set forth under the heading "Capitalization" in the Confidential Private Placement Memorandum, dated June 1, 2005, prepared by the Company, including all exhibits, supplements and amendments thereto (the "Private Placement Memorandum"); 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 SEC FilingsPrivate Placement Memorandum. Except as disclosed in the SEC Filings or 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”)Memorandum and except for Securities issuable under 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 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 set forth in the Company's Annual Report on Form 10-K for the year ended December 31, 2004 accurately and fairly presents all material information 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 of the Significant Subsidiaries Subsidiary, (i) all the issued and outstanding shares of each Significant the Subsidiary’s 's capital stock have been duly authorized and validly issued, are fully paid and nonassessable, have been issued in compliance with all 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 such Significant the Subsidiary’s 's capital stock or any such options, rights, convertible securities or obligations. 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 Shares.