Common use of Capitalization of the Company; Status of Capital Stock Clause in Contracts

Capitalization of the Company; Status of Capital Stock. The Company has a total authorized capitalization consisting of 25,950,867 shares of Common Stock. A complete list of the outstanding capital stock of the Company and the names in which such capital stock of the Company is registered is set forth on EXHIBIT 6.18 attached hereto. All the outstanding shares of capital stock of the Company have been duly authorized, are validly issued and are fully paid and nonassessable. Except as otherwise set forth on EXHIBIT 6.18 and except for the Warrants, there are no options, warrants or rights to purchase shares of capital stock or other securities of the Company authorized, issued or outstanding, nor is the Company obligated in any other manner to issue shares of its capital stock or other securities. The shares of Common Stock issuable upon exercise of the Warrants, when issued in accordance with the terms of the Warrants, will be duly authorized, validly issued and fully paid and nonassessable. Except as otherwise set forth on EXHIBIT 6.18, there are no restrictions on the transfer of shares of capital stock of the Company other than those imposed by relevant state and federal securities laws. Except as set forth in this Agreement or as otherwise set forth on EXHIBIT 6.18, no holder of any security of the Company is entitled to preemptive or similar statutory or contractual rights, either arising pursuant to any agreement or instrument to which the Company is a party, or which are otherwise binding upon the Company. Neither the issuance of the Notes or Warrants, nor the issuance of shares of Common Stock upon the exercise of the Warrants, will trigger any preemptive or similar right on the part of any party. The offer and sale of all shares of capital stock and other securities of the Company issued before the Closing complied with or were exempt from all federal and state securities laws.

Capitalization of the Company; Status of Capital Stock. The Company has a total authorized capitalization consisting of 25,950,867 24,112,741 shares of Common Stock, of which 5,783,000 shares are issued and outstanding, and 16,386,221 shares of Preferred Stock, of which 7,009,091 shares are designated Series A Convertible Preferred Stock, all of which are issued and outstanding, 6,519,993 shares are designated Series B Convertible Preferred Stock, of which 6,400,000 shares are issued and outstanding, and 2,857,137 shares are designated Series C Convertible Preferred Stock, none of which are issued and outstanding. A complete list of the outstanding capital stock of the Company and the names in which such capital stock of the Company is registered is set forth on EXHIBIT Exhibit 6.18 attached hereto. All the outstanding shares of capital stock of the Company have been duly authorized, are validly issued and are fully paid and nonassessable. The shares of Common Stock issuable upon exercise of the Warrants, when so issued, will be duly authorized, validly issued and fully paid and nonassessable. Except as otherwise set forth on EXHIBIT Exhibit 6.18 and except for the Warrants, there are no options, warrants or rights to purchase shares of capital stock or other securities of the Company authorized, issued or outstanding, nor is the Company obligated in any other manner to issue shares of its capital stock or other securities. The shares of Common Stock issuable upon exercise of the Warrants, when issued in accordance with the terms of the Warrants, will be duly authorized, validly issued and fully paid and nonassessable. Except as otherwise set forth on EXHIBIT 6.18Exhibit 6.18 or as set forth in the Stockholders' Agreement, there are no restrictions on the transfer of shares of capital stock of the Company other than those imposed by relevant state and federal securities laws. Except as set forth in this Agreement, in the Warrants, in the Stockholders' Agreement or as otherwise set forth on EXHIBIT Exhibit 6.18, no holder of any security of the Company is entitled to preemptive or similar statutory or contractual rights, either arising pursuant to any agreement or instrument to which the Company is a party, or which are otherwise binding upon the Company. Neither the issuance of the Notes or Warrants, nor the issuance of shares of Common Stock upon the exercise of the Warrants, will trigger any preemptive or similar right on the part of any party. The offer and sale of all shares of capital stock and other securities of the Company issued before the Initial Closing and the Takedown Closing, as the case may be, complied with or were exempt from all federal and state securities laws.

Capitalization of the Company; Status of Capital Stock. The After giving effect to the transactions to occur on or before the Closing Date, the Company has a total authorized capitalization consisting of 25,950,867 15,000,000 shares of Class A Common Stock of which 5,602,903 shares are issued and outstanding, 2,200,000 shares of Class B Common Stock. A complete list , of the outstanding capital stock which 1,200,000 shares are issued and outstanding, and 1,000,000 shares of the Company Preferred Stock, none of which is issued and the names in which such capital stock of the Company is registered is set forth on EXHIBIT 6.18 attached heretooutstanding. All the outstanding shares of capital stock Capital Stock of the Company have been duly authorized, are validly issued and are fully paid and nonassessable. Except as otherwise set forth on EXHIBIT 6.18 and except for the WarrantsSchedule 5.1.4, there are no options, warrants warrants, convertible or exchangeable securities, or other rights to purchase shares of capital stock Capital Stock or other securities of the Company authorized, issued or outstanding, nor is the Company obligated in any other manner to issue shares of its capital stock Capital Stock or other securities. The shares of Common Stock issuable upon exercise of the Warrants, when issued in accordance with the terms of the Warrants, will be duly authorized, validly issued and fully paid and nonassessable. Except as otherwise set forth on EXHIBIT 6.18Schedule 5.1.4, there are no restrictions on the transfer of shares of capital stock Capital Stock of the Company other than those imposed by relevant state and federal securities laws. Except as set forth in this Agreement Agreement, or as otherwise set forth on EXHIBIT 6.18Schedule 5.1.4, no holder of any security of the Company is entitled to preemptive or similar statutory or contractual rights, either arising pursuant to any agreement or instrument to which the Company is a party, or which are otherwise binding upon the Company. Neither the issuance of the Notes or Warrants, nor the issuance of shares of Common Stock upon the exercise of the Warrants, will trigger any preemptive or similar right on the part of any party. The offer and sale of all shares of capital stock Capital Stock and other securities of the Company issued before the Closing complied with or were exempt from registration under all federal and state securities laws. Sufficient shares of authorized but unissued Common Stock of the Company have been reserved by appropriate corporate action in connection with the prospective exercise of the Warrants. None of the purchase of the Notes, the issuance of the Warrants, the issuance of shares of Common Stock upon the exercise of the Warrants, or the issuance of shares of Common Stock in lieu of interest pursuant to the terms of the Notes, is subject to preemptive, antidilution or other similar statutory or contractual rights. Upon issuance pursuant to the terms of the Warrants, the Warrant Shares and/or any shares of Common Stock issuable in lieu of interest pursuant to the terms of the Notes will be duly authorized, validly issued, fully paid and nonassessable.

Capitalization of the Company; Status of Capital Stock. The Company has a total authorized capitalization consisting of 25,950,867 shares of Common Stock. A complete list of the outstanding capital stock of the Company and the names in which such capital stock of the Company is registered is described in the Company's SEC Documents as of the dates set forth therein. Except for the securities issued by the Company in connection with (i) the Stock Purchase Agreement, (ii) the stock purchase agreement between the Company and certain purchasers listed therein dated as of August 13, 2003, and (iii) 75,000 shares of Common Stock to be issued to employees of Datamark on EXHIBIT 6.18 attached heretothe Closing Date in connection with the closing of the transactions contemplated by the Stock Purchase Agreement, the Company has not issued any capital stock since May 15, 2003 other than pursuant to employee benefit plans disclosed in the Company's SEC Documents. The Warrant Shares, when issued against payment of the purchase price for such shares, will be duly authorized, validly issued and fully paid and nonassessable. All the outstanding shares of capital stock of the Company have been duly authorized, are validly issued and are fully paid and nonassessable, have been issued in compliance with all federal, state and foreign securities laws, and were not issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. Except as otherwise set forth on EXHIBIT 6.18 and except for in or contemplated by the WarrantsCompany's SEC Documents, there are no optionsoutstanding rights (including, without limitation, preemptive rights), warrants or rights options to purchase acquire, or instruments convertible into or exchangeable for, any unissued shares of capital stock or other securities equity interest in the Company, or any contract, commitment, agreement, understanding or arrangement of any kind to which the Company authorized, issued is a party and relating to the issuance or outstanding, nor is the Company obligated in sale of any other manner to issue shares of its capital stock or other securities. The shares of Common Stock issuable upon exercise of the Warrants, when issued in accordance with the terms of the Warrants, will be duly authorized, validly issued and fully paid and nonassessable. Except as otherwise set forth on EXHIBIT 6.18, there are no restrictions on the transfer of shares of capital stock of the Company other than those imposed by relevant state and federal Company, any such convertible or exchangeable securities lawsor any such rights, warrants or options. Except Without limiting the foregoing, except as set forth in this Agreement or as otherwise set forth on EXHIBIT 6.18Schedule 6.14, no holder of any security of the Company is entitled to preemptive or similar statutory or contractual rights, either arising pursuant co-sale rights, registration rights, right of first refusal or other similar rights. Except as disclosed in the Company's SEC Documents, there are no stockholders agreements, voting agreements or other similar agreements with respect to any agreement or instrument the Common Stock to which the Company is a party, or which are otherwise binding upon the Company. Neither the issuance of the Notes or Warrants, nor the issuance of shares of Common Stock upon the exercise of the Warrants, will trigger any preemptive or similar right on the part of any party. The offer and sale of all shares of capital stock and other securities of the Company issued before the Closing complied with or were exempt from all federal and state securities laws.

Capitalization of the Company; Status of Capital Stock. The Company has a total authorized capitalization consisting of 25,950,867 85,000,000 shares of Common Stock, of which 40,000,000 shares are issued and outstanding, and 15,000,000 shares of Preferred Stock, of which no shares are issued and outstanding. A complete list of the outstanding capital stock of the Company and the names in which such capital stock of the Company is registered on the books of the Company is set forth on EXHIBIT Exhibit 6.18 attached hereto. All the outstanding shares of capital stock of the Company have been duly authorized, are validly issued and are fully paid and nonassessable. The Warrant Shares, when issued against payment of the purchase price for such shares, will be duly authorized, validly issued and fully paid and nonassessable. Except for the Warrants and as otherwise set forth on EXHIBIT 6.18 and except for the WarrantsExhibit 6.18, there are no options, warrants or rights to purchase shares of capital stock or other securities of the Company authorized, issued or outstanding, nor is the Company obligated in any other manner to issue shares of its capital stock or other securities. The shares of Common Stock issuable upon exercise of the Warrants, when issued in accordance with the terms of the Warrants, will be duly authorized, validly issued and fully paid and nonassessable. Except as otherwise set forth on EXHIBIT 6.18Exhibit 6.18 or as set forth in this Agreement, or the Investors’ Rights Agreement, there are no restrictions on the transfer of shares of capital stock of the Company other than those imposed by relevant state and federal securities laws. Except as set forth in this Agreement, in the Warrants, in the Investors’ Rights Agreement or as otherwise set forth on EXHIBIT Exhibit 6.18, no holder of any security of the Company is entitled to preemptive or similar statutory or contractual rights, either arising pursuant to any agreement or instrument to which the Company is a party, or which are otherwise binding upon the Company. Neither the issuance of the Notes or Warrants, nor the issuance of shares of Common Stock upon the exercise of the Warrants, will trigger any preemptive or similar right on the part of any party. The offer and sale of all shares of capital stock and other securities of the Company issued before the Closing complied with or were exempt from all federal and state securities laws.