Common use of Capital Structure of the Company Clause in Contracts

Capital Structure of the Company. (a) The authorized capital stock of the Company consists solely of 99,000,000 shares of Company Common Stock and 1,000,000 shares of Company Preferred Stock. As of the close of business on July 23, 2009, a total of 28,863,750 shares of Company Common Stock are issued and outstanding and no shares of Company Preferred Stock are issued and outstanding. The Company has reserved (i) an aggregate of 14,712,020 shares of Company Common Stock for issuance pursuant to the Company Option Plan (including shares subject to outstanding Company Options, Company Director Stock Units and Company Stock-Based Awards) and (ii) an aggregate of 1,200,000 shares of Company Common Stock for issuance pursuant to the Company ESPP. As of the close of business on July 23, 2009, (i) a total of 1,895,520 shares of Company Common Stock are subject to outstanding Company Options, (ii) a total of 18,306 shares of Company Common Stock are subject to outstanding Company Director Stock Units, (iii) a total of 256,391 shares have been issued or are subject to issuance pursuant Company Stock-Based Awards that are issued and outstanding, and, between such date and the Agreement Date, the Company has not granted or issued, or committed to grant or issue, any Company Options, Company Director Stock Units, Company Stock-Based Awards or any other securities. As of the close of business on July 23, 2009, (A) a total of 3,717,861 shares of Company Common Stock are reserved for future grant and issuance under the Company Option Plan (excluding shares subject to outstanding Company Options), and (B) a total of 45,947 shares of Company Common Stock are reserved for future grant and issuance under the Company ESPP. Except for the issued and outstanding Company Options, Company Director Stock Units and Company Stock-Based Awards described in the previous sentence, as of the Agreement Date, there are no stock appreciation rights, options, warrants, calls, rights, commitments, conversion privileges or preemptive or other rights or Contracts outstanding to purchase or otherwise acquire any shares of Company Capital Stock or Company Voting Debt or any securities or debt convertible into or exchangeable for Company Capital Stock or Company Voting Debt or obligating the Company to grant, extend or enter into any such option, warrant, call, right, commitment, conversion privilege or preemptive or other right or Contract, and between such date and the Agreement Date, the Company has not granted or issued any of the foregoing securities or rights. All issued and outstanding shares of Company Common Stock, including all Company Stock-Based Awards, have been duly authorized and validly issued, are fully paid and nonassessable, were not issued in violation of and are not subject to any right of rescission, right of first refusal or preemptive right, and have been offered, issued, sold and delivered by the Company in compliance in all material respects with Applicable Law and all requirements set forth in applicable Contracts. There is no Liability for dividends accrued and unpaid by the Company. As of the Agreement Date, there are no shares of Company Common Stock held in treasury by the Company or any Company Subsidiaries. (b) Schedule 3.4(b) of the Company Disclosure Letter sets forth as of the date set forth therein the total number of vested Company Options and the total number of unvested Company Options and exercise price of such Company Options and, between such date and the Agreement Date, the Company has not granted or issued, or committed to grant or issue, any Company Options. All issued and outstanding Company Options, Company Stock-Based Awards and Company Director Stock Units were issued by the Company in compliance with Applicable Law except as would not have a Material Adverse Effect on the Company and all requirements set forth in the Company Option Plan and the Contracts entered into thereunder in connection with the grant or issuance of such Company Options, Company Stock-Based Awards and Company Director Stock Units. Neither the Company Option Plan, nor the standard form agreements under the Company Option Plan, have been amended, modified or supplemented since the most recent filing by the Company thereof with the SEC, and there are no agreements, understandings or commitments to amend, modify or supplement such plans or agreements.

Capital Structure of the Company. (a) The authorized capital stock of the Company consists solely of 99,000,000 60,000,000 shares of Company Common Stock and 1,000,000 5,000,000 shares of Company Preferred Stock. As of the close of business on July 23, 2009, a A total of 28,863,750 34,724,529 shares of Company Common Stock are issued and outstanding and no shares of Company Preferred Stock are issued and outstandingoutstanding as of December 15, 2007. The Company has reserved (i) an aggregate of 14,712,020 10,342,014 shares of Company Common Stock for issuance pursuant to the Company Option Plan Plans (including shares subject to outstanding Company Options, Options and outstanding Company Director Restricted Stock Units and Company Stock-Based Awards) and (ii) an aggregate of 1,200,000 shares of Company Common Stock for issuance pursuant to the Company ESPPUnits). As of the close of business on July 23December 15, 20092007, (i) a total of 1,895,520 2,860,049 shares of Company Common Stock are subject to outstanding Company Options, (ii) a total of 18,306 898,000 shares of Company Common Stock are subject to outstanding Company Director Restricted Stock Units, and (iii) a total of 256,391 shares have been issued or are subject to issuance pursuant Company Stock-Based Awards that are issued and outstanding, and, between such date and the Agreement Date, the Company has not granted or issued, or committed to grant or issue, any Company Options, Company Director Stock Units, Company Stock-Based Awards or any other securities. As of the close of business on July 23, 2009, (A) a total of 3,717,861 2,084,365 shares of Company Common Stock are reserved for future grant and issuance under the Company Option Plan Plans (excluding shares subject to outstanding Company Options), and (B) a total of 45,947 shares of Company Common Stock are reserved for future grant and issuance under the Company ESPP. Except for the issued and outstanding Company Options, Company Director Stock Units Options and Company Stock-Based Awards described in the previous sentence, as of the Agreement DateRestricted Stock Units, there are no stock appreciation rights, options, warrants, calls, rights, commitments, conversion privileges or preemptive or other rights or Contracts outstanding to purchase or otherwise acquire any shares of Company Capital Stock or Company Voting Debt or any securities or debt convertible into or exchangeable for Company Capital Stock or Company Voting Debt or obligating the Company to grant, extend or enter into any such option, warrant, call, right, commitment, conversion privilege or preemptive or other right or Contract, and between such date and the Agreement Date, the Company has not granted or issued any of the foregoing securities or rights. . (b) All issued and outstanding shares of Company Common Stock, including all Company Stock-Based Awards, Stock have been duly authorized and validly issued, are fully paid and nonassessable, were not issued in violation of and are not subject to any right of rescission, right of first refusal or preemptive right, and have been offered, issued, sold and delivered by the Company in compliance in all material respects with all requirements of Applicable Law and all requirements set forth in applicable Contracts. There is no Liability for dividends accrued and unpaid by the Company. As of the Agreement Date, there are no shares of Company Common Stock held in treasury by the Company or any Company Subsidiaries. (bc) Schedule 3.4(b) 3.4(c)-1 of the Company Disclosure Letter sets forth as of the date set forth therein Agreement Date, for each Company Option, (i) the total number name of vested Company Options and the total number of unvested Company Options and exercise price holder of such Company Option, (ii) the exercise price per share of such Company Option, (iii) each holder of outstanding Company Options andthat is not an employee of the Company or any Subsidiary (including non-employee directors, between former employees, consultants, advisory board members, vendors, service providers or other similar persons), and (iv) the number of shares covered by such date and Company Option. Schedule 3.4(c)-2 of the Company Disclosure Letter sets forth as of the Agreement Date, for each Company Restricted Stock Unit, (i) the name of the holder of such Company has not granted or issued, or committed to grant or issue, any Restricted Stock Unit and (ii) the number of shares covered by such Company OptionsRestricted Stock Unit. All issued and outstanding Company Options, Company Stock-Based Awards Options and Company Director Restricted Stock Units were issued by the Company in compliance in all material respects with all requirements of Applicable Law except as would not have a Material Adverse Effect on the Company and all requirements set forth in applicable Contracts and were not issued in violation of and are not subject to any right of rescission, right of first refusal or preemptive right. True and correct copies of the Company Option Plan Plans, and the Contracts entered into thereunder in connection with the grant or issuance standard terms of such option and restricted stock unit agreement under each Company Options, Company Stock-Based Awards and Company Director Stock Units. Neither Option Plan have been delivered by the Company Option Planto Acquiror’s legal counsel, nor the standard form and such plans and agreements under the Company Option Plan, have not been amended, modified or supplemented since the most recent filing by the Company thereof with the SECbeing delivered, and there are no agreements, understandings or commitments to amend, modify or supplement such plans or agreementsagreements in any case from those delivered.

Capital Structure of the Company. (a) The authorized capital stock of the Company consists solely of 99,000,000 100,000,000 shares of Company Common Stock Stock, of which 2,000,000 shares are designated as Class B non-voting Common Stock, and 1,000,000 5,000,000 shares of Company Preferred Stock. As of the close of business on July 23January 24, 20092007, a total of 28,863,750 29,386,546 shares of Company Common Stock, no shares of Class B non-voting Common Stock are issued and outstanding and no shares of Company Preferred Stock are issued and outstanding. The Company has reserved (i) an aggregate of 14,712,020 5,798,098 shares of Company Common Stock for issuance pursuant to the Company Option Plan Plans (including shares subject to outstanding Company Options, Company Director Stock Units and Company Stock-Based Awards) and (ii) an aggregate of 1,200,000 3,125,213 shares of Company Common Stock for issuance pursuant to the Company ESPP. As of the close of business on July 23January 24, 20092007, (i) a total of 1,895,520 2,300,853 shares of Company Common Stock are subject to outstanding Company Options, (ii) a total of 18,306 1,459,998 shares of Company Common Stock are subject to outstanding Company Director Stock UnitsWarrants, (iii) a total of 256,391 shares have been issued or are subject to issuance pursuant Company Stock-Based Awards that are issued and outstanding, and, between such date and the Agreement Date, the Company has not granted or issued, or committed to grant or issue, any Company Options, Company Director Stock Units, Company Stock-Based Awards or any other securities. As of the close of business on July 23, 2009, (A) a total of 3,717,861 1,490,289 shares of Company Common Stock are reserved for future grant and issuance under the Company Option Plan Plans (excluding shares subject to outstanding Company Options), and (Biv) a total of 45,947 2,454,329 shares of Company Common Stock are reserved for future grant and issuance under the Company ESPP. Except for the issued and outstanding Company Options, Company Director Stock Units Options and Company Stock-Based Awards described in the previous sentence, as of the Agreement DateWarrants, there are no stock appreciation rights, options, warrants, calls, rights, legally binding commitments, conversion privileges or preemptive or other rights or Contracts outstanding to purchase or otherwise acquire any shares of Company Capital Stock or Company Voting Debt or any securities or debt convertible into or exchangeable for Company Capital Stock or Company Voting Debt or obligating the Company to grant, extend or enter into any such option, warrant, call, right, legally binding commitment, conversion privilege or preemptive or other right or Contract. In the period from January 24, and between such date and 2007 through the Agreement Date, (i) the Company has not granted issued shares of Company Capital Stock other than pursuant to the exercise of Company Options or Company Warrants that were issued and outstanding on January 24, 2007 and (ii) the Company has not issued any Company Options or Company Warrants. (b) Schedule 3.4(b) of the Company Disclosure Letter sets forth as of the close of business on January 24, 2007, all holders of Unvested Company Shares, and for each such Company Stockholder, (i) the number of Unvested Company Shares held, (ii) the material terms of the Company’s rights to repurchase such Unvested Company Shares, (iii) the schedule on which such rights lapse and (iv) whether such repurchase rights lapse in full or in part as a result of any of the foregoing securities transactions contemplated by this Agreement or rightsupon any other event or condition. All issued and outstanding shares of Company Common Stock, including all Company Stock-Based Awards, Stock have been duly authorized and validly issued, are fully paid and nonassessable, were not issued in violation of and are not subject to any right of rescission, right of first refusal or preemptive right, and have been offered, issued, sold and delivered by the Company in compliance in with all material respects with requirements of Applicable Law and all requirements set forth in applicable Contracts. There is no Liability for dividends accrued and unpaid by the Company. As of the Agreement Date, there are no shares of Company Common Stock held in treasury by the Company or any Company Subsidiaries. (bc) Schedule 3.4(b) 3.4(c)-1 of the Company Disclosure Letter sets forth as of the date set forth therein close of business on January 24, 2007, for each Company Option, (i) the total number name of vested Company Options and the total number of unvested Company Options and exercise price holder of such Company Option, (ii) the exercise price per share of such Company Option, (iii) each holder of outstanding Company Options andthat is not an employee of the Company or any Subsidiary (including non-employee directors, between former employees, consultants, advisory board members, vendors, service providers or other similar persons), (iv) the number of shares covered by such date Company Option, (v) the term of such Company Option, (vi) the vesting schedule for such Company Option and the Agreement Dateextent such Company Option is vested as of January 24, 2007, (vii) whether such Company Option is an incentive stock option under Section 422 of the Code, (viii) the terms of any accelerated vesting or exercisability of any Company Options, and (ix) which Company Option Plan (if any) such Company Option was granted under. The terms of the Company Option Plans permit the conversion of Company Options into cash as provided in this Agreement, without the consent or approval of the holders of such Company Options, the Company has not granted Stockholders or issuedotherwise and except as set forth in Section 3.4(c) of the Company Disclosure Letter, without acceleration of the exercise schedule or committed to grant or issue, any vesting provisions in effect for such Company Options. Schedule 3.4(c)-2 of the Company Disclosure Letter sets forth as of the close of business on January 24, 2007, for each Company Warrant, (i) the name of the holder of such Company Warrant, (ii) the exercise price per share of such Company Warrant, (iii) the number and kind of shares covered by such Company Warrant, (iv) the vesting schedule for such Company Warrant, (v) the extent such Company Warrant is vested as of January 24, 2007, (vi) whether such Company Warrant was issued in connection with the performance of services, and (vii) whether the exercisability of such Company Warrant shall be accelerated in any manner by any of the transactions contemplated by this Agreement or upon any other event or condition and the extent of acceleration, if any. All issued and outstanding Company Options, Company Stock-Based Awards Options and Company Director Stock Units Warrants were issued by the Company in material compliance with all requirements of Applicable Law except as would not have a Material Adverse Effect on the Company and all requirements set forth in applicable Contracts and were not issued in material violation of and are not subject to any right of rescission, right of first refusal or preemptive right. True and correct copies of the Company Option Plans, the standard agreement under each Company Option Plan, each agreement for each Company Option that does not conform to the standard agreement under such Company Option Plan and the Contracts entered into thereunder in connection with the grant or issuance of such each Company Options, Company Stock-Based Awards and Company Director Stock Units. Neither Warrant have been made available by the Company Option Planto Acquiror’s legal counsel, nor the standard form and such plans and agreements under the Company Option Plan, have not been amended, modified or supplemented since the most recent filing by the Company thereof with the SECbeing made available, and there are no agreements, understandings or commitments to amend, modify or supplement such plans or agreementsagreements in any case from those made available.

Capital Structure of the Company. (a) The As of the Agreement Date, the authorized capital stock of the Company consists solely of 99,000,000 Fifty Million (50,000,000) shares of Company Common Stock Stock, and 1,000,000 Four Million (4,000,000) shares of Company Preferred Stock. As of the close of business on July 23, 2009, a A total of 28,863,750 22,471,395 shares of Company Common Stock are issued and outstanding and no shares of Company Preferred Stock are issued and outstandingoutstanding as of the Agreement Date. The As of the Agreement Date, the Company has reserved (i) an aggregate of 14,712,020 4,714,318 shares of Company Common Stock for issuance pursuant to the Company Option Plan Plans (including shares subject to outstanding Company Options, Company Director Stock Units and Company Stock-Based Awards) and (ii) an aggregate of 1,200,000 1,000,000 shares of Company Common Stock for issuance pursuant to the Company ESPP. As of the close of business on July 23, 2009Agreement Date, (i) a total of 1,895,520 2,623,671 shares of Company Common Stock are subject to outstanding Company Options, (ii) a total of 18,306 no shares of Company Common Capital Stock are subject to outstanding Company Director Stock Unitswarrants, (iii) a total of 256,391 shares have been issued or are subject to issuance pursuant Company Stock-Based Awards that are issued and outstanding, and, between such date and the Agreement Date, the Company has not granted or issued, or committed to grant or issue, any Company Options, Company Director Stock Units, Company Stock-Based Awards or any other securities. As of the close of business on July 23, 2009, (A) a total of 3,717,861 1,932,768 shares of Company Common Stock are reserved for future grant and issuance under the Company Option Plan Plans (excluding shares subject to outstanding Company Options), and (Biv) a total of 45,947 840,311 shares of Company Common Stock are reserved for future grant and issuance under the Company ESPP. Except for such Company Options as set forth above (and any Company Options granted under the issued and outstanding Company Options, Company Director Stock Units and Company Stock-Based Awards described in the previous sentence, as of ESPP after the Agreement Date), there are no stock appreciation rights, stock units, options, warrants, calls, rights, commitments, conversion privileges or preemptive or other rights or Contracts outstanding to purchase or otherwise acquire any shares of Company Capital Stock or Company Voting Debt or any securities or debt convertible into or exchangeable for Company Capital Stock or Company Voting Debt or obligating the Company to grant, extend or enter into any such option, warrant, call, right, commitment, conversion privilege or preemptive or other right or Contract, and between such date and the Agreement Date, the Company has not granted or issued any of the foregoing securities or rights. . (b) All issued and outstanding shares of Company Common Stock, including all Company Stock-Based Awards, Stock have been duly authorized and validly issued, are fully paid and nonassessable, were not issued in violation of and are not subject to any right of rescission, right of first refusal or refusal, preemptive right, right of repurchase or vesting condition and have been offered, issued, sold and delivered by the Company in material compliance in with all material respects with requirements of Applicable Law and all requirements set forth in applicable Contracts. There is no Liability for dividends accrued and unpaid by the Company. As of the Agreement Date, there are no shares of Company Common Stock held in treasury by the Company or any Company Subsidiaries. (bc) Schedule 3.4(b3.4(c) of the Company Disclosure Letter sets forth as of the date set forth therein Agreement Date, for each Company Option, (i) the total name of the holder of such Company Option, (ii) the exercise price per share of such Company Option, (iii) each holder of outstanding Company Options that is not an employee of the Company or any Subsidiary (including non-employee directors, former employees, consultants, advisory board members, vendors, service providers or other similar persons), (iv) the number of vested shares covered by such Company Option, (v) the term of such Company Option, (vi) the vesting schedule for such Company Option, and (vii) the terms of any accelerated vesting or exercisability of any Company Options, or any change in the price, exercise period, or other modifications in the terms of any Company Option, either in connection with the Merger or any other transaction contemplated by this Agreement or upon termination of employment or service with the Company, the Surviving Corporation, Acquiror or any Subsidiary following the Merger or otherwise. The terms of the Company Option Plans permit the conversion of the Vested Company Options and into cash as provided in Section 2.1(b)(ii) of this Agreement, without the total number consent or approval of unvested the holders of such Company Options, the Company Stockholders or otherwise. The terms of the Company Option Plans permit the cancellation of Company Options as provided in Section 2.1(b)(iii) and exercise price Section 2.1(b)(iv) of this Agreement, without (A) the consent or approval of the holders of such Company Options, the Company Stockholders or otherwise, (B) the payment of any consideration to the holders of such Company Options and, between and (C) acceleration of the exercise schedule or vesting provisions in effect for such date and the Agreement Date, the Company has not granted or issued, or committed to grant or issue, any Company Options. All issued and outstanding Company Options, Company Stock-Based Awards and Company Director Stock Units Options were issued by the Company in material compliance with all requirements of Applicable Law except as would not have a Material Adverse Effect on the Company and all requirements set forth in applicable Contracts and were not issued in material violation of and are not subject to any right of rescission, right of first refusal or preemptive right. True and correct copies of the Company Option Plan Plans and the Contracts entered into thereunder in connection with the grant or issuance of such each agreement for each Company Options, Company Stock-Based Awards and Company Director Stock Units. Neither Option have been delivered by the Company Option Planto Acquiror, nor the standard form and such plans and agreements under the Company Option Plan, have not been amended, modified or supplemented since the most recent filing by the Company thereof with the SECbeing delivered, and there are no agreements, understandings or commitments to grant additional Company Options or to amend, modify or supplement such plans or agreementsagreements in any case from those delivered.

Capital Structure of the Company. (a) The authorized capital stock of the Company consists solely of 99,000,000 100,000,000 shares of Company Common Stock Stock, of which 2,000,000 shares are designated as Class B non-voting Common Stock, and 1,000,000 5,000,000 shares of Company Preferred Stock. As of the close of business on July 23January 24, 20092007, a total of 28,863,750 29,386,546 shares of Company Common Stock, no shares of Class B non-voting Common Stock are issued and outstanding and no shares of Company Preferred Stock are issued and outstanding. The Company has reserved (i) an aggregate of 14,712,020 5,798,098 shares of Company Common Stock for issuance pursuant to the Company Option Plan Plans (including shares subject to outstanding Company Options, Company Director Stock Units and Company Stock-Based Awards) and (ii) an aggregate of 1,200,000 3,125,213 shares of Company Common Stock for issuance pursuant to the Company ESPP. As of the close of business on July 23January 24, 20092007, (i) a total of 1,895,520 2,300,853 shares of Company Common Stock are subject to outstanding Company Options, (ii) a total of 18,306 1,459,998 shares of Company Common Stock are subject to outstanding Company Director Stock UnitsWarrants, (iii) a total of 256,391 shares have been issued or are subject to issuance pursuant Company Stock-Based Awards that are issued and outstanding, and, between such date and the Agreement Date, the Company has not granted or issued, or committed to grant or issue, any Company Options, Company Director Stock Units, Company Stock-Based Awards or any other securities. As of the close of business on July 23, 2009, (A) a total of 3,717,861 1,490,289 shares of Company Common Stock are reserved for future grant and issuance under the Company Option Plan Plans (excluding shares subject to outstanding Company Options), and (Biv) a total of 45,947 2,454,329 shares of Company Common Stock are reserved for future grant and issuance under the Company ESPP. Except for the issued and outstanding Company Options, Company Director Stock Units Options and Company Stock-Based Awards described in the previous sentence, as of the Agreement DateWarrants, there are no stock appreciation rights, options, warrants, calls, rights, legally binding commitments, conversion privileges or preemptive or other rights or Contracts outstanding to purchase or otherwise acquire any shares of Company Capital Stock or Company Voting Debt or any securities or debt convertible into or exchangeable for Company Capital Stock or Company Voting Debt or obligating the Company to grant, extend or enter into any such option, warrant, call, right, legally binding commitment, conversion privilege or preemptive or other right or Contract. In the period from January 24, and between such date and 2007 through the Agreement Date, (i) the Company has not granted issued shares of Company Capital Stock other than pursuant to the exercise of Company Options or Company Warrants that were issued and outstanding on January 24, 2007 and (ii) the Company has not issued any Company Options or Company Warrants. Table of Contents (b) Schedule 3.4(b) of the Company Disclosure Letter sets forth as of the close of business on January 24, 2007, all holders of Unvested Company Shares, and for each such Company Stockholder, (i) the number of Unvested Company Shares held, (ii) the material terms of the Company’s rights to repurchase such Unvested Company Shares, (iii) the schedule on which such rights lapse and (iv) whether such repurchase rights lapse in full or in part as a result of any of the foregoing securities transactions contemplated by this Agreement or rightsupon any other event or condition. All issued and outstanding shares of Company Common Stock, including all Company Stock-Based Awards, Stock have been duly authorized and validly issued, are fully paid and nonassessable, were not issued in violation of and are not subject to any right of rescission, right of first refusal or preemptive right, and have been offered, issued, sold and delivered by the Company in compliance in with all material respects with requirements of Applicable Law and all requirements set forth in applicable Contracts. There is no Liability for dividends accrued and unpaid by the Company. As of the Agreement Date, there are no shares of Company Common Stock held in treasury by the Company or any Company Subsidiaries. (bc) Schedule 3.4(b) 3.4(c)-1 of the Company Disclosure Letter sets forth as of the date set forth therein close of business on January 24, 2007, for each Company Option, (i) the total number name of vested Company Options and the total number of unvested Company Options and exercise price holder of such Company Option, (ii) the exercise price per share of such Company Option, (iii) each holder of outstanding Company Options andthat is not an employee of the Company or any Subsidiary (including non-employee directors, between former employees, consultants, advisory board members, vendors, service providers or other similar persons), (iv) the number of shares covered by such date Company Option, (v) the term of such Company Option, (vi) the vesting schedule for such Company Option and the Agreement Dateextent such Company Option is vested as of January 24, 2007, (vii) whether such Company Option is an incentive stock option under Section 422 of the Code, (viii) the terms of any accelerated vesting or exercisability of any Company Options, and (ix) which Company Option Plan (if any) such Company Option was granted under. The terms of the Company Option Plans permit the conversion of Company Options into cash as provided in this Agreement, without the consent or approval of the holders of such Company Options, the Company has not granted Stockholders or issuedotherwise and except as set forth in Section 3.4(c) of the Company Disclosure Letter, without acceleration of the exercise schedule or committed to grant or issue, any vesting provisions in effect for such Company Options. Schedule 3.4(c)-2 of the Company Disclosure Letter sets forth as of the close of business on January 24, 2007, for each Company Warrant, (i) the name of the holder of such Company Warrant, (ii) the exercise price per share of such Company Warrant, (iii) the number and kind of shares covered by such Company Warrant, (iv) the vesting schedule for such Company Warrant, (v) the extent such Company Warrant is vested as of January 24, 2007, (vi) whether such Company Warrant was issued in connection with the performance of services, and (vii) whether the exercisability of such Company Warrant shall be accelerated in any manner by any of the transactions contemplated by this Agreement or upon any other event or condition and the extent of acceleration, if any. All issued and outstanding Company Options, Company Stock-Based Awards Options and Company Director Stock Units Warrants were issued by the Company in material compliance with all requirements of Applicable Law except as would not have a Material Adverse Effect on the Company and all requirements set forth in applicable Contracts and were not issued in material violation of and are not subject to any right of rescission, right of first refusal or preemptive right. True and correct copies of the Company Option Plans, the standard agreement under each Company Option Plan, each agreement for each Company Option that does not conform to the standard agreement under such Company Option Plan and the Contracts entered into thereunder in connection with the grant or issuance of such each Company Options, Company Stock-Based Awards and Company Director Stock Units. Neither Warrant have been made available by the Company Option Planto Acquiror’s legal counsel, nor the standard form and such plans and agreements under the Company Option Plan, have not been amended, modified or supplemented since the most recent filing by the Company thereof with the SECbeing made available, and there are no agreements, understandings or commitments to amend, modify or supplement such plans or agreementsagreements in any case from those made available.