Common use of PARENT COMMON STOCK; CAPITALIZATION Clause in Contracts

PARENT COMMON STOCK; CAPITALIZATION. (a) The shares of Parent Common Stock to be issued pursuant to the Merger will be duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights created by statute, Parent's Certificate of Incorporation or By-Laws or any agreement to which Parent is a party or is bound. (b) The authorized capital stock of Parent consists of Fifty Million (50,000,000) shares of Parent Common Stock and Five Million (5,000,000) shares of preferred stock, par value $.001 per share (the "PARENT PREFERRED STOCK"). As of March 6, 1998, (i) Eleven Million Eight Hundred Twenty Six Thousand Six Hundred Fifty Four (11,826,654) shares of Parent Common Stock were issued and outstanding, all of which are duly authorized, validly issued, fully paid and nonassessable, (ii) no shares of Parent Preferred Stock were outstanding, (iii) no shares of Parent Common Stock were held in treasury of Parent and (iv) subject to stockholder approval, Three Million (3,000,000) shares of Parent Common Stock were reserved for issuance pursuant to option and employee benefit plans and in connection with the exercise of outstanding warrants. (c) The authorized capital stock of Parent Sub consists of one thousand (1,000) shares of Parent Sub Common Stock, of which one hundred (100) shares are issued and outstanding and held by Parent.

PARENT COMMON STOCK; CAPITALIZATION. (a) The shares of Parent Common Stock to be issued pursuant to the Merger will be duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights created by statute, Parent's Certificate of Incorporation or By-Laws or any agreement to which Parent is a party or is bound. (b) The authorized capital stock of Parent consists of Fifty Million (50,000,000) shares of Parent Common Stock and Five Million (5,000,000) shares of preferred stock, par value $.001 per share (the "PARENT PREFERRED STOCK"). As of March 6August 15, 19981997, (i) Eleven Million Eight Five Hundred Twenty Six Thirty Three Thousand Six Three Hundred Fifty Four Nine (11,826,65411,533,309) shares of Parent Common Stock were issued and outstanding, all of which are duly authorized, validly issued, fully paid and nonassessable, (ii) no shares of the Parent Preferred Stock were outstanding, (iii) no shares of Parent Common Stock were held in treasury of Parent and (iv) subject to stockholder approval, Three One Million Four Hundred Forty Five Thousand Four Hundred (3,000,0001,445,400) shares of Parent Common Stock were reserved for issuance pursuant to option and employee benefit plans and in connection with the exercise of outstanding warrants. THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH A *** AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. (c) The authorized capital stock of Parent Sub consists of one thousand (1,000) shares of Parent Sub Common Stock, of which one hundred (100) shares are issued and outstanding and held by Parent.

PARENT COMMON STOCK; CAPITALIZATION. (a) The shares of Parent Common Stock to be issued pursuant to the Merger (i) will be duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights created by statute, Parent's Certificate of Incorporation or By-Laws or any agreement to which Parent is a party or is boundbound ***. THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH A *** AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. (b) The authorized capital stock of Parent consists of Fifty Million (50,000,000) shares of Parent Common Stock and Five Million (5,000,000) shares of preferred stock, par value $.001 per share (the "PARENT PREFERRED STOCK"). As of March 6, 1998, (i) Eleven Million Eight Hundred Twenty Twenty-Six Thousand Six Hundred Fifty Four (11,826,654) shares of Parent Common Stock were issued and outstanding, all of which are duly authorized, validly issued, fully paid and nonassessable, (ii) no shares of Parent Preferred Stock were outstanding, (iii) no shares of Parent Common Stock were held in treasury of Parent and (iv) subject to stockholder approval, Three Million (3,000,000) shares of Parent Common Stock were reserved for issuance pursuant to option and employee benefit plans and in connection with the exercise of outstanding warrants. As of December 31, 1997, options to purchase a total of 1,221,495 shares of Parent Common Stock were outstanding under Parent's 1996 Stock Option Plan, and an additional 112,240 shares of Parent Common Stock were subject to other outstanding stock options. (c) The authorized capital stock of Parent Sub consists of one thousand (1,000) shares of Parent Sub Common Stock, of which one hundred (100) shares are issued and outstanding and held by Parent.

PARENT COMMON STOCK; CAPITALIZATION. (a) The shares of Parent Common Stock to be issued pursuant to the Merger (i) will be duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights created by statute, Parent's Certificate of Incorporation or By-Laws or any agreement to which Parent is a party or is boundbound and (ii) will, when and if sold in accordance with the Shelf Registration Statement, be registered under the Securities Act and registered or exempt from registration under applicable Blue Sky Laws, and approved for trading on NASDAQ upon official notice of issuance. (b) The authorized capital stock of Parent consists of Fifty Million (50,000,000) shares of Parent Common Stock and Five Million (5,000,000) shares of preferred stock, par value $.001 per share (the "PARENT PREFERRED STOCK"). As of March 6June 30, 19981997, (i) Eleven Ten Million Eight Two Hundred Twenty Six Seventy-Seven Thousand Six Four Hundred Fifty Four Ninety-Nine (11,826,65410,277,499) shares of Parent Common Stock were issued and outstanding, all of which are duly authorized, validly issued, fully paid and nonassessable, (ii) no shares of Parent Preferred Stock were outstanding, (iii) no shares of Parent Common Stock were held in treasury of Parent and (iv) subject to stockholder approval, One Million Four Hundred Fifty-Three Million Thousand One Hundred Four (3,000,0001,453,104) shares of Parent Common Stock were reserved for issuance pursuant to option and employee benefit plans and in connection with the exercise of outstanding warrants. (c) The authorized capital stock of Parent Sub consists of one thousand (1,000) shares of Parent Sub Common Stock, of which one hundred (100) shares are issued and outstanding and held by Parent.

PARENT COMMON STOCK; CAPITALIZATION. (a) The shares of Parent Common Stock to be issued pursuant to the Merger *** will be duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights created by statute, Parent's Certificate of Incorporation or By-Laws or any agreement to which Parent is a party or is bound.bound *** (b) The authorized capital stock of Parent consists of Fifty Million (50,000,000) shares of Parent Common Stock and Five Million (5,000,000) shares of preferred stock, par value $.001 per share (the "PARENT PREFERRED STOCK"). As of March 6May 13, 1998, (i) Eleven Thirteen Million Eight Four Hundred Twenty Six Five Thousand Six Four Hundred Fifty Four Forty-Seven (11,826,65413,405,447) shares of Parent Common Stock were issued and outstanding, all of which are duly authorized, validly issued, fully paid and nonassessable, (ii) no shares of Parent Preferred Stock were outstanding, (iii) no shares of Parent Common Stock were held in treasury of Parent and (iv) subject to stockholder approval, Three Four Million (3,000,0004,000,000) shares of Parent THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH A *** AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. Common Stock were reserved for issuance pursuant to option and employee benefit plans and in connection with the exercise of outstanding warrants. (c) The authorized capital stock of Parent Sub consists of one thousand (1,000) shares of Parent Sub Common Stock, of which one hundred (100) shares are issued and outstanding and held by Parent.

PARENT COMMON STOCK; CAPITALIZATION. (a) The shares of Parent Common Stock to be issued pursuant to the Merger will be duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights created by statute, Parent's Certificate of Incorporation or By-Laws or any agreement to which Parent is a party or is bound. (b) The authorized capital stock of Parent consists of Fifty Million (50,000,000) shares of Parent Common Stock and Five Million (5,000,000) shares of preferred stock, par value $.001 per share (the "PARENT PREFERRED STOCK"). As of March 6June 25, 1998, (i) Eleven Fourteen Million Eight Seven Hundred Twenty Six Twenty-Three Thousand Six Hundred Fifty Four Fifteen (11,826,65414,723,015) shares of Parent Common Stock were issued and outstanding, all of which are duly authorized, validly issued, fully paid and nonassessable, (ii) no shares of Parent Preferred Stock were outstanding, (iii) no shares of Parent Common Stock were held in treasury of Parent and (iv) subject to stockholder approval, Three Four Million (3,000,0004,000,000) shares of Parent Common Stock were reserved for issuance pursuant to option and employee benefit plans and in connection with the exercise of outstanding warrants. (c) The authorized capital stock of Parent Sub consists of one thousand (1,000) shares of Parent Sub Common Stock, of which one hundred (100) shares are issued and outstanding and held by Parent.. THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH A *** AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT REQUESTED

PARENT COMMON STOCK; CAPITALIZATION. (a) The shares of Parent Common Stock to be issued pursuant to the Merger *** will be duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights created by statute, Parent's Certificate of Incorporation or By-Laws or any agreement to which Parent is a party or is boundbound *** . (b) The authorized capital stock of Parent consists of Fifty Million (50,000,000) shares of Parent Common Stock and Five Million (5,000,000) shares of preferred stock, par value $.001 per share (the "PARENT PREFERRED STOCK"). As of March 6May 13, 1998, (i) Eleven Thirteen Million Eight Four Hundred Twenty Six Five Thousand Six Four Hundred Fifty Four Forty-Seven (11,826,65413,405,447) shares of Parent Common Stock were issued and outstanding, all of which are duly authorized, validly issued, fully paid and nonassessable, (ii) no shares of Parent Preferred Stock were outstanding, (iii) no shares of Parent Common Stock were held in treasury of Parent and (iv) subject to stockholder approval, Three Four Million (3,000,0004,000,000) shares of Parent Common Stock were reserved for issuance pursuant to option and employee benefit plans and in connection with the exercise of outstanding warrants. (c) The authorized capital stock of Parent Sub consists of one thousand (1,000) shares of Parent Sub Common Stock, of which one hundred (100) shares are issued and outstanding and held by Parent.