Common use of Authorized Capital Stock Clause in Contracts

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Authorized Capital Stock. Except as disclosed in or contemplated described by the Confidential Private Placement Memorandum dated January 17July 21, 2001 1999 prepared by the Company, including all Exhibits (except Exhibit Gfor this Agreement), supplements the Supplemental Package(s) (as defined therein), amendments and amendments any other documents incorporated by reference thereto (the "Private Placement Memorandum"), the Company had authorized and outstanding capital stock as set forth under the heading "Capitalization" in the Private Placement Memorandum as of the date set forth therein; the issued and outstanding shares of the Company's Common Stock have been duly authorized and validly issued, are fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities, securities and conform in all material respects to the description any descriptions thereof contained in the Private Placement Memorandum. Except as disclosed in or contemplated described by the Private Placement Memorandum (including and except with respect to the issuance of options under the Company's 1996 1998 Stock Incentive Plan and the issuance of shares of Common Stock pursuant to the Company's Employee Stock Purchase Plan after September 30, 1998)and pursuant to any options outstanding as of the date hereof, 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, any securities or obligations convertible into shares of its capital stock, stock or any shares of capital stock of any subsidiary or any such options, rights, convertible securities or obligationssubsidiary. 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 documents incorporated by reference in the Private Placement Memorandum accurately and fairly presents the information required to be shown with respect to such plans, arrangements, options and rights.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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