Common use of Authorized Capital Stock Clause in Contracts

Authorized Capital Stock. The Company had, at the date indicated therein, the outstanding capital stock set forth under the heading "Capitalization" in the Confidential Private Placement Memorandum, dated June 26, 2003 prepared by the Company (together with all exhibits, supplements and amendments thereto and the documents incorporated by reference therein, the "Private Placement Memorandum"); the issued and outstanding shares of the Company's 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 the Private Placement Memorandum, the Company does not have outstanding any options to purchase, or any preemptive rights or other rights to subscribe for or to purchase, any securities or obligations convertible into, or any contracts or commitments to issue or sell, shares of its capital stock or any such options, rights, convertible securities or obligations. The description of the Company's stock, stock bonus and other stock plans or arrangements and the options or other rights granted and exercised thereunder, set forth in the Private Placement Memorandum accurately and fairly presents all material information with respect to such plans, arrangements, options and rights. With respect to each 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. The Company hadAs of August 21, at the date indicated therein2001, the Company had authorized and outstanding capital stock as set forth under the heading "Capitalization" on Schedule 4.2 hereof, and since such date, except as contemplated by this Agreement and the other Agreements and except for stock issuances pursuant to Company equity incentive programs disclosed in or contemplated by the Confidential Private Placement MemorandumCompany's (i) Annual Report on Form 10-K for the year ended December 31, dated 2000, (ii) Current Report on Form 8-K filed with the Securities and Exchange Commission (the "Commission") on August 7, 2001, (iii) Current Report on Form 8-K filed with the Commission on August 9, 2001, (iv) Quarterly Report on Form 10-Q for the Quarter ended June 2630, 2003 prepared 2001, (v) Proxy Statement for its Annual Meeting of Stockholders on May 18, 2001, and (vi) any disclosure schedule delivered by the Company to the Purchaser simultaneously with the execution of this Agreement (together with all exhibits, supplements and amendments thereto and the documents incorporated by reference thereincollectively, the "Private Placement MemorandumDisclosure Documents"); the , there have been no additional issuances 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 MemorandumDisclosure Documents. Except as disclosed in or contemplated by the Private Placement MemorandumDisclosure Documents (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 - 4 - Disclosure Documents accurately and fairly presents all material 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. The Company had, at the date indicated therein, has the outstanding capital stock as most recently set forth under the heading "Capitalization" in the Confidential Private Placement Memorandum, dated June 26, 2003 prepared by Company Documents as filed with the Company (together with all exhibits, supplements and amendments thereto and the documents incorporated by reference therein, the "Private Placement Memorandum"); the Commission. 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, . The Company has authorized the issuance and conform in all material respects sale of the Securities to the description thereof contained in Purchasers at the Private Placement MemorandumInitial Closing and the Second Closing. Except as disclosed in the Private Placement MemorandumCompany Documents as filed with the Commission, the Company does not have outstanding any options to purchase, or any preemptive rights or other rights to subscribe for or to purchase, any securities or obligations convertible into, or any contracts or commitments to issue or sell, shares of its capital stock or any such options, rights, convertible securities or obligations. The description of the Company's ’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 Documents as filed with the Commission accurately and fairly presents all material information with respect to such plans, arrangements, options and rights. With respect to each Subsidiary, (i) all the issued and outstanding shares of each Subsidiary's ’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 any Subsidiary's ’s capital stock or any such options, rights, convertible securities or obligations.

Authorized Capital Stock. The Company hadExcept as disclosed in or ------------------------ contemplated by the Confidential Private Placement Memorandum dated January 19, at 2005 prepared by the date indicated thereinCompany, including all Exhibits, supplements and amendments thereto and all documents incorporated by reference therein (the "Private Placement Memorandum"), the Company had outstanding the capital stock set forth under the heading "Capitalization" in the Confidential Private Placement Memorandum, dated June 26, 2003 prepared by Memorandum as of the Company (together with all exhibits, supplements and amendments thereto and the documents incorporated by reference date set forth therein, 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, 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 the Private Placement MemorandumMemorandum or as set forth in Exhibit A, the Company does not have outstanding any options to purchase, or any preemptive rights or other rights to subscribe for or to purchase, any securities or obligations convertible into, or any contracts or commitments to issue or sell, shares of its capital stock or any such options, rights, convertible securities or obligations. The description of the Company's stock, stock bonus and other stock plans or arrangements and the options or other rights granted and exercised thereunder, thereunder set forth in the Private Placement Memorandum accurately and fairly presents all material information with respect to such plans, arrangements, options and rights. With respect to each Subsidiary, except as set forth in Exhibit A (i) all the issued and outstanding shares of each Subsidiary's capital stock or other equity interests of each Subsidiary have been duly authorized and validly issued, are fully paid and nonassessable, have been issued in compliance with 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. The Company had, at the date indicated therein, the had duly authorized and validly issued outstanding capital stock capitalization as set forth under in the heading Section entitled "Capitalization" in the Confidential Private Placement Memorandum, dated June 26, 2003 prepared by PPM (as defined below) as of the Company (together with all exhibits, supplements and amendments thereto and the documents incorporated by reference date set forth therein, the "Private Placement Memorandum"); the issued and outstanding shares of the Company's Common Stock Ordinary Shares have been duly authorized and validly issued, are fully paid and nonassessable, have been issued in compliance with all Israeli, federal and state securities lawslaws in all material respects, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities, and conform in all material respects to the description thereof contained in the Private Placement MemorandumSEC Documents. Except for options to purchase 3,853,632 Ordinary Shares outstanding as disclosed in of August 5, 2007 under the Private Placement MemorandumCompany's equity incentive plans, and except for Securities issuable under the Agreements, the Company does not have outstanding any options to purchase, or any preemptive rights or other rights to subscribe for or to purchase, any securities or obligations convertible into, or any contracts or commitments to issue or sell, shares of its capital stock or any such options, rights, convertible securities or obligations. The description of the Company's stock, stock bonus and other stock plans or arrangements and the options or other rights granted and exercised thereunder, set forth in the Private Placement Memorandum accurately and fairly presents all material information with respect to such plans, arrangements, options and rights. With respect to each Subsidiary, Subsidiary (i) all the issued and outstanding shares of each such Subsidiary's capital stock have been duly authorized and validly issued, are fully paid and nonassessable, have been issued in compliance with all Israeli, federal, state and other applicable federal and state foreign securities lawslaws in all material respects, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities, and (ii) there are no outstanding options to purchase, or any preemptive rights or other rights to subscribe for or to purchase, any securities or obligations convertible into, or any contracts or commitments to issue or sell, shares of the such Subsidiary's capital stock or any such options, rights, convertible securities or obligations.

Authorized Capital Stock. The Company had, at the date indicated therein, the has duly authorized and validly issued outstanding capital stock capitalization as set forth under the heading "Capitalization" in the Confidential Private Placement Memorandum, dated June 26, 2003 prepared by the Company (together with all exhibits, supplements and amendments thereto and the documents incorporated by reference therein, the "Private Placement Memorandum"); the on Schedule 4.3. 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 Private Placement MemorandumSEC Filings, the Investor Presentation, dated November 2015, Schedule 4.3 hereto or in this Agreement (including all exhibits, supplements and amendments thereto and all information incorporated by reference therein, the “Disclosure Materials”), the Company does not have outstanding any options to purchase, or any preemptive rights or other rights to subscribe for or to purchase, any securities or obligations convertible into, or any contracts or commitments to issue or sell, shares of its capital stock or any such options, rights, convertible securities or obligations. The description of the Company's stock, stock bonus and other stock plans or arrangements and the options or other rights granted and exercised thereunder, set forth in the Private Placement Memorandum accurately and fairly presents all material information with respect to such plans, arrangements, options and rights. With respect to each Subsidiary, of the Significant Subsidiaries (i) all the issued and outstanding shares of each Significant Subsidiary's ’s capital stock have been duly authorized and validly issued, are fully paid and nonassessable, have been issued in compliance with applicable 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 the such Significant Subsidiary's ’s capital stock or any such options, rights, convertible securities or obligations. There are no securities or instruments issued by or to which the Company is a party containing anti-dilution or similar provisions that will be triggered by the issuance of the Shares.

Authorized Capital Stock. The Company had, at the date indicated therein, the outstanding authorized capital stock set forth under the heading "Capitalization" in the Confidential Private Placement Memorandum, dated June 26, 2003 prepared by of the Company consists of 400,000,000 shares of Common Stock and 200,000,000 shares of Preferred Stock (together with all exhibits“Preferred Stock”), supplements including 2,000,000 shares of Series A Cumulative Redeemable Convertible Preferred Stock, par value $0.01 per share (“Series A Preferred Stock”). As of the Effective Date, 3,640,209 shares of Common Stock were issued and amendments thereto outstanding and the documents incorporated by reference therein, the "Private Placement Memorandum")1,000,000 shares of Series A Preferred Stock were issued and outstanding; the issued and outstanding shares of the Company's Series A Preferred Stock and Common Stock have been duly and validly authorized and validly issued, are fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, laws and were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities, and conform in all material respects to the description thereof contained in the Private Placement Memorandum. Except as disclosed in the SEC Filings or in the Private Placement MemorandumMemorandum and, except for options issued pursuant to the Company’s 2005 Stock Incentive Plan and 2004 Stock Incentive Plan, the Company does not have outstanding any options to purchase, or any preemptive rights or other rights to subscribe for or to purchase, any securities or obligations convertible into, or any contracts or commitments to issue or sell, shares of its capital stock or any such options, rights, convertible securities or obligations, or any obligation to repurchase, redeem or otherwise acquire any outstanding security of the Company. Except as set forth in the Charter, the issue and sale of the Shares will not obligate the Company to issue shares of Common Stock or other securities to any person and will not result in a right of any holder of Company securities to adjust the exercise, conversion, exchange or reset price under such securities. The description of the Company's ’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 all material information with respect to such plans, arrangements, options and rights. With respect to each Subsidiary, (i) all the issued and outstanding shares shares, if any, of each Subsidiary's ’s capital stock have been duly and validly authorized and validly issued, are fully paid and nonassessable, have been issued in compliance with applicable all federal and state securities laws, laws and were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities, and (ii) there are no outstanding options to purchase, or any preemptive rights or other rights to subscribe for or to purchase, any securities or obligations convertible into, or any contracts or commitments to issue or sell, shares any of the Subsidiary's ’s capital stock or any such options, rights, convertible securities or obligations, or any obligation to repurchase, redeem or otherwise acquire any outstanding security of such Subsidiary. Except as disclosed in the SEC Filings or the Private Placement Memorandum, there are no stockholder agreements, voting agreements or similar agreements or arrangements with respect to the Common Stock or Preferred Stock to which the Company is a party, or, to the knowledge of the Company, between or among any of the Company’s stockholders.

Authorized Capital Stock. The Company had, at As of the date indicated set forth therein, the Company has the outstanding capital stock set forth under the heading "Capitalization" in the Confidential Private Placement Memorandum, dated June 261, 2003 2005, prepared by the Company (together with Company, including all exhibits, supplements and amendments thereto and the documents incorporated by reference therein, (the "Private Placement Memorandum"); the issued and outstanding shares of the Company's 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 the Private Placement MemorandumMemorandum and except for Securities issuable under other Agreements, the Company does not have outstanding any options to purchase, or any preemptive rights or other rights to subscribe for or to purchase, any securities or obligations convertible into, or any contracts or commitments to issue or sell, shares of its capital stock or any such options, rights, convertible securities or obligations, other than options granted pursuant to the Company's 2004 Stock Incentive Plan. The description of the Company's stock, stock bonus and other stock plans or arrangements and the options or other rights granted and exercised thereunder, 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 all material information with respect to such plans, arrangements, options and rights, as of the dates for which such information is given, that is required by the Securities Exchange Act of 1934, as amended (the "Exchange Act") and the rules and regulations promulgated thereunder to be so described. With respect to each the Subsidiary, (i) all the issued and outstanding shares of each 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. The Company had, at Immediately prior to the date indicated thereinClosing, the outstanding authorized capital stock set forth under the heading "Capitalization" in the Confidential Private Placement Memorandum, dated June 26, 2003 prepared by of the Company (together with all exhibitswill consist solely of 5,000,000 shares of Preferred Stock, supplements par value $.001 per share, none of which are outstanding, and amendments thereto 300,000,000 shares of Common Stock, par value $.001 per share, 66,962,747 of which are issued and the documents incorporated by reference therein, the "Private Placement Memorandum"); the outstanding. The issued and outstanding shares of the Company's ’s Common Stock have been duly authorized and validly issued, are fully paid and nonassessablenon-assessable, have been issued in compliance with all federal and state securities laws, and were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities, and conform in all material respects . Other than pursuant to the description thereof contained plans or agreements described in the Private Placement Memorandum. Except SEC Documents (as disclosed defined in Section 3.18) or the Private Placement MemorandumSchedule of Exceptions (collectively, “Disclosure Documents”), the Company does not have outstanding any options to purchase, or any preemptive rights or other rights to subscribe for or to purchase, any securities or obligations convertible into, or any contracts or commitments to issue or sell, shares of its capital stock or any such options, rights, convertible securities securities, or obligations. The description of the Company's ’s stock, stock bonus bonus, and other stock plans or arrangements and the options or other rights granted and exercised thereunder, set forth in the Private Placement Memorandum Disclosure Documents accurately and fairly presents all material information with respect to such plans, arrangements, options options, and rights. With respect to each Subsidiary, (i) all the issued and outstanding shares of each Subsidiary's ’s capital stock or other equity interests have been duly authorized and validly issued, are fully paid and nonassessableand, in the case of each Subsidiary that is a corporation, non-assessable, have been issued in compliance with 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 any Subsidiary's ’s capital stock or other equity interests or any such options, rights, convertible securities securities, or obligations. Any anti-dilution or other adjustments in the number of shares issuable upon exercise, conversion, or exchange of the Company’s rights, options, warrants, and exercisable, convertible, and exchangeable securities have been waived and will not be invoked by the issuance of the Purchased Shares, Warrants, and the Warrant Shares, including any subsequent adjustments in the number of shares issuable under the terms of the Warrants.

Authorized Capital Stock. The Company hadauthorized, at the date indicated therein, the issued and outstanding capital stock of the Company is as set forth under the heading "Capitalization" in the Confidential Private Placement Offering Memorandum, dated June 26, 2003 prepared by the Company (together with all exhibits, supplements and amendments thereto and the documents incorporated by reference therein, the "Private Placement Memorandum"); the . All issued and outstanding shares of the Company's Common Stock Company capital stock have been duly and validly authorized and validly issued, are fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, were and have not been issued in violation of or subject to any preemptive rights right, co-sale right, registration right, right of first refusal or other rights similar right. All of the outstanding shares of capital stock of the Company's subsidiaries have been duly and validly authorized and issued and are fully paid and non-assessable and are owned, directly or indirectly, by the Company, free and clear of any lien, pledge, charge, security 11 interest or other encumbrance. The Shares have been duly authorized and, in the case of the Option Shares, reserved for issuance, and, when issued and sold pursuant to subscribe this Purchase Agreement and, in the case of the Option Shares, the Option Agreement, will be duly and validly issued, fully paid and nonassessable and none of them will be issued in violation of any preemptive or other similar right. Except as disclosed in the Offering Memorandum, there is no outstanding option, warrant or other right calling for or purchase securitiesthe issuance of, and there is no commitment, plan or arrangement to issue, any share of capital stock of the Company or any subsidiary or any security convertible into, or exercisable or exchangeable for, such capital stock. The shares of Common Stock into which the Initial Shares are convertible (the "Underlying Common Stock") have been duly authorized and reserved for issuance and, when issued upon such conversion, will be duly and validly issued, fully paid and nonassessable and none of them will be issued in violation of any preemptive or other similar right. The Shares and the Common Stock conform in all material respects to the description thereof all statements in relation thereto contained in the Private Placement Offering Memorandum. Except as disclosed in the Private Placement Memorandum, the Company does not have outstanding any options to purchase, or any preemptive rights or other rights to subscribe for or to purchase, any securities or obligations convertible into, or any contracts or commitments to issue or sell, shares of its capital stock or any such options, rights, convertible securities or obligations. The description of the Company's stock, stock bonus and other stock plans or arrangements and the options or other rights granted and exercised thereunder, set forth in the Private Placement Memorandum accurately and fairly presents all material information with respect to such plans, arrangements, options and rights. With respect to each 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. The Company hadExcept as set forth in Section 3.02 of the Disclosure Schedule and except for subsequent issuances, at if any, pursuant to this Agreement or pursuant to agreements, employee or director benefit plans or the date indicated thereinexercise of convertible securities referred to in the 2003 Annual Report (as defined below), the Company has authorized, issued and outstanding capital stock as set forth under the heading "Capitalization" in the Confidential Private Placement MemorandumCompany's annual report on Form 10-K for the year ended 2003, dated June 26, 2003 prepared by the Company as applicable (together with all exhibits, supplements and amendments thereto and the documents incorporated by reference therein, the "Private Placement Memorandum2003 ANNUAL REPORT"); , filed by it on March 15, 2004, with the United States Securities and Exchange Commission (the "COMMISSION") pursuant to the Securities and Exchange Act of 1934, as amended (the "EXCHANGE ACT"). The issued and outstanding shares of the Company's Series B Preferred Stock, par value $1.00 per share and the Common Stock have been duly authorized and validly issued, are fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, were not issued in violation of or are not otherwise subject to any preemptive or other similar rights or other rights to subscribe for or purchase securitiessecurities except for any such rights as may have been duly waived, and conform in all material respects to the description descriptions thereof contained in the Private Placement Memorandum2003 Annual Report. Except as disclosed in the Private Placement Memorandum2003 Annual Report, and except for options issued under the Company's stock option plan other than to executives and board members (i) the Company does not have outstanding any options or warrants to purchase, or any preemptive rights or other rights to subscribe for or to purchase, any securities or obligations convertible into, or any contracts or commitments to issue or sell, shares of its capital stock or any shares of capital stock of any subsidiary and (ii) there is no commitment, plan or arrangement to issue any securities or obligations convertible into any shares of capital stock of the Company or any such options, rights, rights convertible securities or obligations. 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 2003 Annual Report fairly presents in all material respects the information required to be shown in such Report with respect to such capital stock, 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. The Company hadauthorized, at the date indicated therein, the issued and outstanding capital stock of the Company is as set forth under the heading "Capitalization" in the Confidential Private Placement Offering Memorandum, dated June 26, 2003 prepared by the Company (together with all exhibits, supplements and amendments thereto and the documents incorporated by reference therein, the "Private Placement Memorandum"); the . All issued and outstanding shares of the Company's Common Stock Company capital stock have been duly and validly authorized and validly issued, are fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, were and have not been issued in violation of or subject to any preemptive rights right, cosale right, registration right, right of first refusal or other rights similar right. All of the outstanding shares of capital stock of the Company's subsidiaries have been duly and validly authorized and issued and are fully paid and non-assessable and are owned, directly or indirectly, by the Company, free and clear of any lien, pledge, charge, security interest or other encumbrance. The Shares have been duly authorized and, in the case of the Option Shares, reserved for issuance, and, when issued and sold pursuant to subscribe this Purchase Agreement and, in the case of the Option Shares, the Option Agreement, will be duly and validly issued, fully paid and nonassessable and none of them will be issued in violation of any preemptive or other similar right. Except as disclosed in the Offering Memorandum, there is no outstanding option, warrant or other right calling for or purchase securitiesthe issuance of, and there is no commitment, plan or arrangement to issue, any share of capital stock of the Company or any subsidiary or any security convertible into, or exercisable or exchangeable for, such capital stock. The shares of Common Stock into which the Initial Shares are convertible (the "Underlying Common Stock") have been duly authorized and reserved for issuance and, when issued upon such conversion, will be duly and validly issued, fully paid and nonassessable and none of them will be issued in violation of any preemptive or other similar right. The Shares and the Common Stock conform in all material respects to the description thereof all statements in relation thereto contained in the Private Placement Offering Memorandum. Except as disclosed in the Private Placement Memorandum, the Company does not have outstanding any options to purchase, or any preemptive rights or other rights to subscribe for or to purchase, any securities or obligations convertible into, or any contracts or commitments to issue or sell, shares of its capital stock or any such options, rights, convertible securities or obligations. The description of the Company's stock, stock bonus and other stock plans or arrangements and the options or other rights granted and exercised thereunder, set forth in the Private Placement Memorandum accurately and fairly presents all material information with respect to such plans, arrangements, options and rights. With respect to each 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. The Company hadExcept as disclosed in or contemplated by the Confidential Private Placement Memorandum, at dated November , 2003 prepared by the date indicated thereinCompany, including all Exhibits, supplements and amendments thereto (the “Private Placement Memorandum”), the Company had outstanding the capital stock set forth under the heading "“Capitalization" ” in the Confidential Private Placement Memorandum, dated June 26, 2003 prepared by Memorandum as of the Company (together with all exhibits, supplements and amendments thereto and the documents incorporated by reference date set forth therein, the "Private Placement Memorandum"); the issued and outstanding shares of the Company's ’s Common Stock have been duly authorized and validly issued, are fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities, and conform in all material respects to the description thereof contained in the Private Placement Memorandum. Except as disclosed in the Private Placement Memorandum, the Company does not have outstanding any options to purchase, or any preemptive rights or other rights to subscribe for or to purchase, any securities or obligations convertible into, or any contracts or commitments to issue or sell, shares of its capital stock or any such options, rights, convertible securities or obligations. The description of the Company's ’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 all material information 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 ’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 ’s capital stock or any such options, rights, convertible securities or obligations.

Authorized Capital Stock. The Company had, at had duly authorized and validly issued outstanding capitalization as set forth in the SEC Filings as of the date indicated therein, the outstanding capital stock set forth under the heading "Capitalization" in the Confidential Private Placement Memorandum, dated June 26, 2003 prepared by the Company (together with all exhibits, supplements and amendments thereto and the documents incorporated by reference therein, the "Private Placement Memorandum"); the issued and outstanding shares of the Company's ’s Common Stock have been duly authorized and validly issued, are fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities, and conform in all material respects to the description thereof contained in the Private Placement MemorandumSEC Filings. Except as disclosed in the SEC Filings or in the private placement memorandum of the Company prepared in connection with the offering of the Shares (including all exhibits, supplements and amendments thereto and all information incorporated by reference therein, the “Private Placement Memorandum”), the Company does not have outstanding any options to purchase, or any preemptive rights or other rights to subscribe for or to purchase, any securities or obligations convertible into, or any contracts or commitments to issue or sell, shares of its capital stock or any such options, rights, convertible securities or obligations. The description of the Company's stock, stock bonus and other stock plans or arrangements and the options or other rights granted and exercised thereunder, set forth in the Private Placement Memorandum accurately and fairly presents all material information with respect to such plans, arrangements, options and rights. With respect to each Subsidiary, of the Significant Subsidiaries (i) all the issued and outstanding shares of each Significant Subsidiary's ’s capital stock have been duly authorized and validly issued, are fully paid and nonassessable, have been issued in compliance with applicable 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 the such Significant Subsidiary's ’s capital stock or any such options, rights, convertible securities or obligations. There are no securities or instruments issued by or to which the Company is a party containing anti-dilution or similar provisions that will be triggered by the issuance of the Shares.

Authorized Capital Stock. The Company hadExcept as disclosed in or contemplated by the Confidential Private Placement Memorandum, at dated July , 2003 prepared by the date indicated thereinCompany, including all Exhibits, supplements and amendments thereto (the “Private Placement Memorandum”), the Company had outstanding the capital stock set forth under the heading "“Capitalization" ” in the Confidential Private Placement Memorandum, dated June 26, 2003 prepared by Memorandum as of the Company (together with all exhibits, supplements and amendments thereto and the documents incorporated by reference date set forth therein, the "Private Placement Memorandum"); the issued and outstanding shares of the Company's ’s Common Stock have been duly authorized and validly issued, are fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities, and conform in all material respects to the description thereof contained in the Private Placement Memorandum. Except as disclosed in the Private Placement Memorandum, the Company does not have outstanding any options to purchase, or any preemptive rights or other rights to subscribe for or to purchase, any securities or obligations convertible into, or any contracts or commitments to issue or sell, shares of its capital stock or any such options, rights, convertible securities or obligations. The description of the Company's ’s stock, stock bonus and other stock plans or arrangements and the options or other rights granted and exercised thereunder, set forth in the Private Placement Memorandum accurately and fairly presents all material information with respect to such plans, arrangements, options and rights. With respect to each Subsidiary, (i) all the issued and outstanding shares of each Subsidiary's ’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 ’s capital stock or any such options, rights, convertible securities or obligations.

Authorized Capital Stock. The Company had, at the date indicated therein, the had duly authorized and validly issued outstanding capital stock capitalization as set forth under the heading "“Capitalization" ” in the Confidential confidential Private Placement MemorandumMemorandum dated March 22, dated June 26, 2003 2006 prepared by the Company (together with including all exhibits, supplements and amendments thereto and the documents incorporated by reference thereinthereto, 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 the Private Placement Memorandum, the Company does not have outstanding any options to purchase, or any preemptive rights or other rights to subscribe for or to purchase, any securities or obligations convertible into, or any contracts or commitments to issue or sell, shares of its capital stock or any such options, rights, convertible securities or obligations. The description of the Company's stock, stock bonus and other stock plans or arrangements and the options or other rights granted and exercised thereunder, set forth in the Private Placement Memorandum accurately and fairly presents all material information with respect to such plans, arrangements, options and rights. With respect to each Subsidiary, of the Subsidiaries (i) all the issued and outstanding shares of each such Subsidiary's ’s capital stock have been duly authorized and validly issued, are fully paid and nonassessable, have been issued in compliance with applicable 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 the such Subsidiary's ’s capital stock or any such options, rights, convertible securities or obligations.

Authorized Capital Stock. The Company had, at the date indicated therein, the outstanding capital stock set forth under the heading "Capitalization" in the Confidential Private Placement Memorandum, dated June 26, 2003 prepared by the Company (together with all exhibits, supplements and amendments thereto and the documents incorporated by reference therein, the "Private Placement Memorandum"); the issued and outstanding shares of the Company's 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 MemorandumCompany’s filings with the Securities and Exchange Commission. Except as disclosed set forth in the Private Placement MemorandumCompany’s SEC filings and except for options and other awards that may be granted under the Company’s Amended and Restated 1997 Incentive Plan, the Company does not have outstanding any options to purchase, or any preemptive rights or other rights to subscribe for or to purchase, any securities or obligations convertible into, or any contracts or commitments to issue or sell, shares of its capital stock or any such options, rights, convertible securities or obligations. The description Following the sale of Shares, consistent with its past practice and in order to provide incentives for its employees, the Company intends to update its Amended and Restated 1997 Incentive Plan to allow for the grant of options amounting to up to 20% of the Company's total outstanding shares of stock, stock bonus and other stock plans or arrangements and the options or other rights granted and exercised thereunder, set forth in the Private Placement Memorandum accurately and fairly presents all material information with respect to such plans, arrangements, options and rights. With respect to each Subsidiary, of the Subsidiaries (i) all the issued and outstanding shares of each such Subsidiary's ’s capital stock have been duly authorized and validly issued, are fully paid and nonassessable, have been issued in compliance with applicable 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 the such Subsidiary's ’s capital stock or any such options, rights, convertible securities or obligations.

Authorized Capital Stock. The Company had, at Set forth in Schedule 4.3 is the Company’s capital structure as of the date indicated therein, the outstanding capital stock set forth under the heading "Capitalization" in the Confidential Private Placement Memorandum, dated June 26, 2003 prepared by the Company (together with all exhibits, supplements and amendments thereto and the documents incorporated by reference therein, the "Private Placement Memorandum")hereof; the issued and outstanding shares of the Company's Common Stock (a) have been duly authorized and validly issued, (b) are fully paid and nonassessable, (c) have been issued in compliance with all federal and state securities lawslaws and, (d) except for those granted therein by the holders thereof (other than the Company), are free and clear of all security interests, liens, pledges, mortgages or other encumbrances, whether arising voluntarily, involuntarily or by operation of law (“Liens”), and (e) were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities, and conform in all material respects to the description thereof contained in the Private Placement Memorandum. Except as disclosed set forth in Schedule 4.3 and except for the Private Placement Memorandumstock options or other equity incentives that have been issued since March 1, 2010, the Company does not have outstanding any options to purchase, or any preemptive rights or other rights to subscribe for or to purchase, any securities or obligations convertible into, or any contracts or commitments to issue or sell, shares of its capital stock or any such options, rights, convertible securities or obligations. The description of the Company's stock, stock bonus and other stock plans or arrangements and the options or other rights granted and exercised thereunder, set forth in the Private Placement Memorandum accurately and fairly presents all material information with respect to such plans, arrangements, options and rights. With respect to each Subsidiaryof the Subsidiaries, (i) all of the issued and outstanding shares of each such Subsidiary's ’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 applicable all federal and state securities laws, laws and were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities, securities and were not issued in violation of any contract or agreement to which the Company is a party; and (ii) there are no outstanding options to purchase, or any preemptive rights or other rights to subscribe for or to purchase, any securities or obligations convertible into, or any contracts or commitments to issue or sell, shares of the such Subsidiary's ’s capital stock or any such options, rights, convertible securities or obligations. The Company has no current plans or intentions to issue any additional shares of Common Stock between the date hereof and the Closing, except for stock options or other equity incentives under the Company’s existing employee benefit or compensation plans or Common Stock issued pursuant to the conversion of other capital stock outstanding as of the date hereof, the conversion of the Convertible Notes, the exercise of the Warrant or as otherwise contemplated in this Agreement.

Authorized Capital Stock. The Company hadAs of February 23, at the date indicated therein2002, the outstanding authorized capital stock set forth of the Company consists of (a) 50,000,000 shares of Common Stock, of which 26,163,959 shares are issued and outstanding and 4,034,677 are reserved for issuance under the heading "Capitalization" in the Confidential Private Placement MemorandumCompany's stock option and purchase plans; (b) 10,000,000 shares of preferred stock, dated June 26no par value, 2003 prepared by the Company (together with all exhibits300,000 shares of which have been designated as Series A Junior Participating Preferred Stock, supplements and amendments thereto and the documents incorporated by reference therein, the "Private Placement Memorandum"); the none of 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 as disclosed 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 dated March 20, 2002 prepared by the Company, including all exhibits thereto (except Exhibit E) and supplements and amendments thereto (the "Private Placement Memorandum"), the Company does not have outstanding any options to purchase, or any preemptive rights or other rights to subscribe for or to purchase, any securities or obligations convertible into, or any contracts or commitments to issue or sell, shares of its capital stock or any such options, rights, convertible securities or obligations. The description of the Company's stock, stock bonus and other stock plans or arrangements and the options or other rights granted and exercised thereunder, set forth in the Private Placement Memorandum accurately and fairly presents all material information with respect to such plans, arrangements, options and rights, except that since the date of the Private Placement Memorandum the Company has entered into an amendment to the Rights Agreement dated May 22, 1997, by and between the Company and Harris Trust and Savings Bank as Rights Agent. With respect to each SubsidiarySuxxxxxxry, (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 each 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 (iiiii) there are no outstanding options to purchase, or any preemptive rights or other rights to subscribe for or to purchase, any securities or obligations convertible into, or any contracts or commitments to issue or sell, shares of the Subsidiary's capital stock or any such options, rights, convertible securities or obligations.

Authorized Capital Stock. The Company had, at the date indicated therein, the had duly authorized and validly issued outstanding capital stock capitalization as set forth under the heading "“Capitalization" ” in the Confidential confidential Private Placement MemorandumMemorandum dated April 9, 2007 as supplemented by Supplement No. 1 thereto dated June 26April 17, 2003 2007 prepared by the Company (together with including all exhibits, supplements and amendments thereto and the documents incorporated by reference thereinthereto, 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 the Company’s Annual Report on Form 10-K for the year ended December 31, 2006 (the “Form 10-K”), which is attached as an exhibit to, and made a part of the Private Placement Memorandum, the Company does not have outstanding any options to purchase, or any preemptive rights or other rights to subscribe for or to purchase, any securities or obligations convertible into, or any contracts or commitments to issue or sell, shares of its capital stock or any such options, rights, convertible securities or obligations. The description of the Company's stock, stock bonus and other stock plans or arrangements and the options or other rights granted and exercised thereunder, set forth in the Private Placement Memorandum accurately and fairly presents all material information with respect to such plans, arrangements, options and rights. With respect to each Subsidiaryof the Subsidiaries, (i) all the issued and outstanding shares of each such Subsidiary's ’s capital stock have been duly authorized and validly issued, are fully paid and nonassessable, have been issued in compliance with applicable all federal and state securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities, and (ii) except as provided in the Private Placement Memorandum, there are no outstanding options to purchase, or any preemptive rights or other rights to subscribe for or to purchase, any securities or obligations convertible into, or any contracts or commitments to issue or sell, shares of the such Subsidiary's ’s capital stock or any such options, rights, convertible securities or obligations.

Authorized Capital Stock. The Company had, at the date indicated therein, the had duly authorized and validly issued outstanding capital stock capitalization as set forth under the heading "“Capitalization" ” in the Confidential confidential Private Placement MemorandumMemorandum dated April 15, dated June 26, 2003 2008 prepared by the Company (together with including all exhibits, supplements and amendments thereto and the documents incorporated by reference thereinthereto, 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 the Private Placement Memorandum, the The Company does not have outstanding any options to purchasepurchase Common Stock other than with respect to options to purchase Common Stock issued pursuant to the Company’s stock option plans and deferred compensation plans in effect on the date hereof, as described in the “Securities Authorized for Issuance Under Equity Compensation Plans” section of the Company’s Annual Report on Form 10-K/A for the fiscal year ended December 31, 2007 filed with the U.S. Securities and Exchange Commission on April 10, 2008 (the “2007 Form 10-K/A”). The issuance of the Shares, Warrants and Ratchet Warrants will not trigger the anti-dilution provisions or any obligation to reset the exercise price with respect to any outstanding security and the Company does not have outstanding any preemptive rights or other rights to subscribe for or to purchase, any securities or obligations convertible into, or any contracts or commitments to issue or sell, shares of its capital stock or any such options, rights, convertible securities or obligations. The description of the Company's stock, stock bonus and other stock plans or arrangements and the options or other rights granted and exercised thereunder, set forth in the Private Placement Memorandum accurately and fairly presents all material information with respect to such plans, arrangements, options and rights. With respect to each Subsidiary, of the Subsidiaries (i) all the issued and outstanding shares of each such Subsidiary's ’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 applicable 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 the such Subsidiary's ’s capital stock or any such options, rights, convertible securities or obligations.

Authorized Capital Stock. The Company hadAs of August 21, at the date indicated therein2001, the Company had authorized and outstanding capital stock as set forth under the heading "Capitalization" on Schedule 4.2 hereof, and since such date, except as contemplated by this Agreement and the other Agreements and except for stock issuances pursuant to Company equity incentive programs disclosed in or contemplated by the Confidential Private Placement MemorandumCompany's (i) Annual Report on Form 10-K for the year ended December 31, dated 2000, (ii) Current Report on Form 8-K filed with the Securities and Exchange Commission (the "Commission") on August 7, 2001, (iii) Current Report on Form 8-K filed with the Commission on August 9, 2001, (iv) Current Report on Form 8-K filed with the Commission on August 24, 2001; (v) Quarterly Report on Form 10-Q for the Quarter ended June 2630, 2003 prepared 2001, (vi) Proxy Statement for its Annual Meeting of Stockholders on May 18, 2001, and (vii) any disclosure schedule delivered by the Company to the Purchaser simultaneously with the execution of this Agreement (together with all exhibits, supplements and amendments thereto and the documents incorporated by reference thereincollectively, the "Private Placement MemorandumDisclosure Documents"); the , there have been no additional issuances 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 MemorandumDisclosure Documents. Except as disclosed in or contemplated by the Private Placement MemorandumDisclosure Documents (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 Disclosure Documents accurately and fairly presents all material 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. The Company hadExcept as set forth in SECTION 3.02 OF THE DISCLOSURE SCHEDULE and except for subsequent issuances, at if any, pursuant to this Agreement or pursuant to agreements, employee or director benefit plans or the date indicated thereinexercise of convertible securities referred to in the 34 Act Reports (as defined below), the Company has authorized, issued and outstanding capital stock as set forth under the heading "Capitalization" in the Confidential Private Placement Memorandum, dated June 26Company's quarterly report on Form 10-Q for the quarter ended March 31, 2003 prepared by the Company (together with all exhibits, supplements and amendments thereto and the documents incorporated by reference thereinCompany's annual report on Form 10-K for the year ended 2002, as applicable (collectively, the "Private Placement Memorandum34 ACT REPORTS"); , filed by it with the United States Securities and Exchange Commission (the "COMMISSION") pursuant to the Securities and Exchange Act of 1934, as amended (the "EXCHANGE ACT"). The issued and outstanding shares of the Company's Series B Preferred Stock, par value $1.00 per share (the "SERIES B PREFERRED") and the Common Stock have been duly authorized and validly issued, are fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, were not issued in violation of or are not otherwise subject to any preemptive or other similar rights or other rights to subscribe for or purchase securitiessecurities except for any such rights as may have been duly waived, and conform in all material respects to the description descriptions thereof contained in the Private Placement Memorandum34 Act Reports. Except as disclosed in the Private Placement Memorandum34 Act Reports, and except for options issued under the Company's stock plans after March 31, 2003 and as otherwise set forth in SECTION 3.02 OF THE DISCLOSURE SCHEDULE, (i) the Company does not have outstanding any options or warrants to purchase, or any preemptive rights or other rights to subscribe for or to purchase, any securities or obligations convertible into, or any contracts or commitments to issue or sell, shares of its capital stock or any shares of capital stock of any subsidiary, and (ii) there is no commitment, plan or arrangement to issue, any securities or obligations convertible into any shares of capital stock of the Company or any such options, rights, rights convertible securities or obligations. 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 34 Act Reports, fairly presents in all material respects the information required to be shown in such 34 Act Reports with respect to such capital stock, plans, arrangements, options and rights. 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.