Common use of Parent and Merger Sub Capital Structure Clause in Contracts

Parent and Merger Sub Capital Structure. The authorized capital stock of Parent consists of 100,000,000 shares of Common Stock, of which there were 51,259,448 shares issued and outstanding as of September 30, 1997, and 5,000,000 shares of Preferred Stock, of which one share of Series A Preferred Stock is issued and outstanding. As of September 30, 1997, Parent had reserved an aggregate of 10,317,588 shares of Parent Common Stock, net of exercises, for issuance pursuant to Parent's 1997 Stock Incentive Plan, the FSA Stock Option Plan, Parent's Outside Director Stock Option Plan, the SA93 Stock Option Plan, the SAII Stock Option Plan, Parent's Non-Officer Stock Option Plan and Parent's 1992 Stock Option Plan. As of September 30, 1997, there were options outstanding to purchase an aggregate of 8,016,938 shares of Parent Common Stock pursuant to such plans. As of September 30, 1997, Parent had reserved an aggregate of 354,181 shares of Parent Common Stock, net of purchases, for issuance pursuant to Parent's Employee Stock Purchase Plan. All outstanding shares of Parent Common Stock are duly authorized, validly issued, fully paid and nonassessable and are not subject to preemptive rights created by statute, the Articles of Incorporation or Bylaws of Parent or any agreement or document to which Parent is a party or by which it is bound. The authorized capital stock of Merger Sub consists of 1000 shares of Common Stock, $0.001 par value, all of which, as of the date hereof, are issued and outstanding and are held by Parent. Merger Sub was formed on or about October 10, 1997, for the purpose of consummating the Merger and has no material assets or liabilities except as necessary for such purpose.

Parent and Merger Sub Capital Structure. (a) The authorized capital stock of Parent consists of 100,000,000 719,719,414 shares of common stock, par value $0.01 per share, of which 683,700,000 shares have been designated Series A Common Stock (or Parent Common Stock), 30,800,000 shares have been designated Series B Common Stock and 5,219,414 shares have been designated Series K Common Stock, of which there were 51,259,448 331,563,340 shares of Series A Common Stock, 30,800,000 shares of Series B Common Stock and 5,219,414 shares of Series K Common Stock issued and outstanding as of September June 30, 19971999, and 5,000,000 9,650,000 shares of Preferred Stock, par value $0.01 per share, of which one share no shares are issued or outstanding as of Series A Preferred Stock is issued and outstanding. As of September June 30, 1997, Parent had reserved an aggregate of 10,317,588 shares of Parent Common Stock, net of exercises, for issuance pursuant to Parent's 1997 Stock Incentive Plan, the FSA Stock Option Plan, Parent's Outside Director Stock Option Plan, the SA93 Stock Option Plan, the SAII Stock Option Plan, Parent's Non-Officer Stock Option Plan and Parent's 1992 Stock Option Plan. As of September 30, 1997, there were options outstanding to purchase an aggregate of 8,016,938 shares of Parent Common Stock pursuant to such plans. As of September 30, 1997, Parent had reserved an aggregate of 354,181 shares of Parent Common Stock, net of purchases, for issuance pursuant to Parent's Employee Stock Purchase Plan1999. All outstanding shares of Parent Common Stock are duly authorized, validly issued, fully paid and nonassessable nonassessable. As of June 30, 1999: (i) there were options outstanding to purchase an aggregate of 50,608,261 shares of Parent Common Stock pursuant to Parent's stock option plans; and are not (ii) 1,775,542 shares of Parent Common Stock reserved for future issuance under Parent's 1997 Employee Stock Purchase Plan. All shares of Parent Common Stock subject to preemptive rights created by statuteissuance as aforesaid, upon issuance on the Articles of Incorporation or Bylaws of Parent or any agreement or document terms and conditions specified in the instruments pursuant to which Parent is a party or by which it is bound. they are issuable, would be duly authorized, validly issued, fully paid and nonassessable. (b) The authorized capital stock of Merger Sub consists of 1000 1,000 shares of Common Stockcommon stock, $0.001 no par value, all of which, as of the date hereof, are issued and outstanding and are held by Parent. All of the outstanding shares of Merger Sub's common stock have been duly authorized and validly issued, and are fully paid and nonassessable. Merger Sub was formed on or about October 10, 1997, for the purpose of consummating the Merger and has no material assets or liabilities except as necessary for such purpose. (c) The Parent Common Stock to be issued in the Merger, when issued in accordance with the provisions of this Agreement, will be validly issued, fully paid and nonassessable.

Parent and Merger Sub Capital Structure. (a) The authorized capital stock of Parent consists of 100,000,000 shares of Common Stock, par value $.001 per share, of which there were 51,259,448 all or substantially all of such 100,000,000 shares of common stock are issued and outstanding as of September 30, 1997, the date of this Agreement and 5,000,000 25,000,000 shares of Preferred Stock, par value $.001 per share, of which one share no shares are issued or outstanding as of Series A Preferred Stock is issued and outstanding. As the date of September 30, 1997, Parent had reserved an aggregate of 10,317,588 shares of Parent Common Stock, net of exercises, for issuance pursuant to Parent's 1997 Stock Incentive Plan, the FSA Stock Option Plan, Parent's Outside Director Stock Option Plan, the SA93 Stock Option Plan, the SAII Stock Option Plan, Parent's Non-Officer Stock Option Plan and Parent's 1992 Stock Option Plan. As of September 30, 1997, there were options outstanding to purchase an aggregate of 8,016,938 shares of Parent Common Stock pursuant to such plans. As of September 30, 1997, Parent had reserved an aggregate of 354,181 shares of Parent Common Stock, net of purchases, for issuance pursuant to Parent's Employee Stock Purchase Planthis Agreement. All outstanding shares of Parent Common Stock are duly authorized, validly issued, fully paid and nonassessable and are not subject to preemptive rights created by statute, the Articles of Incorporation or Bylaws of Parent or any agreement or document to which Parent is a party or by which it is bound. The authorized capital stock of Merger Sub consists of 1000 1,000 shares of Common Stock, $0.001 par valuevalue per share, all of which, as of the date hereof, are issued and outstanding and are held by Parent. Merger Sub was formed on or about October 10April 26, 19972005, for the purpose of consummating the Merger and Merger, has no material assets or liabilities except as necessary for such purpose and has not, and prior to the Effective Time will not have, conducted any business except as necessary for such purpose. (b) As of the date of this Agreement, Parent had reserved an aggregate of 5,000,000 shares of Parent Common Stock, net of exercises, for issuance to employees, consultants and non-employee directors pursuant to Parent's 2002 Stock Option Plan under which options are outstanding for an aggregate of 3,339,130 shares of Common Stock (the "PARENT STOCK OPTION PLAN.") at exercise prices ranging from $0.095 to $0.20 per share, or a weighted average exercise price of $0.16 per share. Stock options granted pursuant to the Parent Stock Option Plan are referred to in this Agreement as "PARENT STOCK OPTIONS.") Parent has made available to the Company accurate and complete copies of the Parent Stock Option Plan and the forms of all agreements evidencing the Parent Stock Options. There are no commitments or agreements of any character to which Parent is bound obligating Parent to accelerate the vesting of any Parent Stock Option as a result of the Merger. Additionally, as of the date of this Merger Agreement, the Parent has issued and outstanding warrants to purchase approximately (i) 18,074,723 shares of common stock which may be purchased at an exercise price of $0.18 per share on or before December 31, 2006, (ii) approximately 500,000 shares of common stock at an exercise price of $0.25 per share on or before December 31, 2009, and (iii) approximately 85,614 shares of common stock at an exercise price of $0.001 on or before December 31, 2004.

Parent and Merger Sub Capital Structure. The authorized capital --------------------------------------- stock of Parent consists of 100,000,000 shares of Common Stock, of which there were 51,259,448 shares issued and outstanding as of September 30, 1997, and 5,000,000 shares of Preferred Stock, of which one share of Series A Preferred Stock is issued and outstanding. As of September 30, 1997, Parent had reserved an aggregate of 10,317,588 shares of Parent Common Stock, net of exercises, for issuance pursuant to Parent's 1997 Stock Incentive Plan, the FSA Stock Option Plan, Parent's Outside Director Stock Option Plan, the SA93 Stock Option Plan, the SAII Stock Option Plan, Parent's Non-Officer Stock Option Plan and Parent's 1992 Stock Option Plan. As of September 30, 1997, there were options outstanding to purchase an aggregate of 8,016,938 shares of Parent Common Stock pursuant to such plans. As of September 30, 1997, Parent had reserved an aggregate of 354,181 shares of Parent Common Stock, net of purchases, for issuance pursuant to Parent's Employee Stock Purchase Plan. All outstanding shares of Parent Common Stock are duly authorized, validly issued, fully paid and nonassessable and are not subject to preemptive rights created by statute, the Articles of Incorporation or Bylaws of Parent or any agreement or document to which Parent is a party or by which it is bound. The authorized capital stock of Merger Sub consists of 1000 shares of Common Stock, $0.001 par value, all of which, as of the date hereof, are issued and outstanding and are held by Parent. Merger Sub was formed on or about October 10, 1997, for the purpose of consummating the Merger and has no material assets or liabilities except as necessary for such purpose.

Parent and Merger Sub Capital Structure. (a) The authorized capital stock of Parent consists of 100,000,000 50,000,000 shares of Common Stock, no par value, of which as of October 16, 1998 there were 51,259,448 17,395,885 shares issued and outstanding as of September 30, 1997, the date of this Agreement and 5,000,000 shares of Preferred Stock, no par value, of which one share no shares are issued or outstanding as of Series A Preferred Stock is issued and outstanding. As the date of September 30, 1997, Parent had reserved an aggregate of 10,317,588 shares of Parent Common Stock, net of exercises, for issuance pursuant to Parent's 1997 Stock Incentive Plan, the FSA Stock Option Plan, Parent's Outside Director Stock Option Plan, the SA93 Stock Option Plan, the SAII Stock Option Plan, Parent's Non-Officer Stock Option Plan and Parent's 1992 Stock Option Plan. As of September 30, 1997, there were options outstanding to purchase an aggregate of 8,016,938 shares of Parent Common Stock pursuant to such plans. As of September 30, 1997, Parent had reserved an aggregate of 354,181 shares of Parent Common Stock, net of purchases, for issuance pursuant to Parent's Employee Stock Purchase Planthis Agreement. All outstanding shares of Parent Common Stock are duly authorized, validly issued, fully paid and nonassessable and are not subject to preemptive rights created by statute, the Articles of Incorporation or Bylaws of Parent or any agreement or document to which Parent is a party or by which it is bound. The authorized capital stock of Merger Sub consists of 1000 1,000 shares of Common Stock, $0.001 par valuevalue per share, all of which, as of the date hereof, are issued and outstanding and are held by Parent. Merger Sub was formed on or about October 1016, 19971998, for the purpose of consummating the Merger and Merger, has no material assets or liabilities except as necessary for such purpose and has not, and prior to the Effective Time will not have, conducted any business except as necessary for such purpose. (b) As of the date of this Agreement, Parent had reserved an aggregate of 4,000,000 shares and 200,000 shares, respectively, of Parent Common Stock, net of exercises, for issuance to employees, consultants and non-employee directors pursuant to Parent's Stock Option Plan and Director Stock Option Plan, under which options are outstanding for an aggregate of 2,797,520 shares and 75,000 shares, respectively. (The Stock Option Plan, Dual Stock Option Plan and Director Stock Option Plan are collectively referred to in this Agreement as the "PARENT STOCK

Parent and Merger Sub Capital Structure. The (a) As of July 31, 2006, the authorized capital stock of Parent consists of 100,000,000 50,000,000 shares of Parent Common Stock, of which there were 51,259,448 shares issued and outstanding as of September 30, 1997, Stock and 5,000,000 shares of preferred stock of Parent, par value $0.001 per share (the “Parent Preferred Stock, of which one share of Series A Preferred Stock is issued and outstanding”). As of September 30July 31, 19972006, Parent had reserved an aggregate of 10,317,588 there were: (A) 25,226,593 shares of Parent Common Stock, net Stock issued and outstanding; (B) 862,275 shares of exercises, Parent Common Stock reserved for issuance pursuant to Parent's 1997 Stock Incentive Plan’s stock option plans (such plans, the FSA “Parent Stock Option Plan, Parent's Outside Director Stock Option Plan, the SA93 Stock Option Plan, the SAII Stock Option Plan, Parent's Non-Officer Stock Option Plan and Parent's 1992 Stock Option Plan. As of September 30, 1997, there were options outstanding to purchase an aggregate of 8,016,938 Plans”); (C) 3,227,235 shares of Parent Common Stock pursuant to such plans. As issuable upon exercise of September 30, 1997, Parent had reserved an aggregate of 354,181 awarded but unexercised stock options; and (D) no shares of Parent Common StockPreferred Stock outstanding. Since July 31, net 2006, there have been no changes in the issued capital stock of purchases, Parent except for issuance pursuant to Parent's Employee Stock Purchase Plan. All outstanding of shares of Parent Common Stock are duly authorized, validly issued, fully paid and nonassessable and are not subject to preemptive rights created by statute, in accordance with the Articles of Incorporation or Bylaws terms of Parent or any agreement or document to which Parent is a party or by which it is bound. Stock Plans. (b) The authorized capital stock of Merger Sub consists of 1000 1,000 shares of Common Stockcommon stock, $0.001 par valuevalue per share, all 1,000 of which, as of the date hereofof this Agreement, are issued and outstanding and are held by Parent. All of the outstanding shares of Merger Sub common stock are duly authorized, validly issued, fully paid and nonassessable. Merger Sub was formed on or about October 10, 1997, for the purpose of consummating the Merger and has no material assets or liabilities except as necessary for such purpose. (c) All Parent Common Stock which may be issued in connection with the Merger will be, when issued, duly authorized, validly issued, fully paid and nonassessable. Parent has taken all corporate action necessary to reserve for issuance a sufficient number of shares of Parent Common Stock for delivery as Merger Consideration.

Parent and Merger Sub Capital Structure. (a) The authorized capital stock of Parent consists of 100,000,000 500,000,000 shares of Common Stock, par value $.001 per share, of which there were 51,259,448 all or substantially all of such 13,365,962 shares of common stock are issued and outstanding as of September 30, 1997, the date of this Agreement and 5,000,000 100,000,000 shares of Preferred Stock, par value $.001 per share, of which one share 4,632,520 shares are issued or outstanding as of Series A Preferred Stock is issued and outstanding. As the date of September 30, 1997, Parent had reserved an aggregate of 10,317,588 shares of Parent Common Stock, net of exercises, for issuance pursuant to Parent's 1997 Stock Incentive Plan, the FSA Stock Option Plan, Parent's Outside Director Stock Option Plan, the SA93 Stock Option Plan, the SAII Stock Option Plan, Parent's Non-Officer Stock Option Plan and Parent's 1992 Stock Option Plan. As of September 30, 1997, there were options outstanding to purchase an aggregate of 8,016,938 shares of Parent Common Stock pursuant to such plans. As of September 30, 1997, Parent had reserved an aggregate of 354,181 shares of Parent Common Stock, net of purchases, for issuance pursuant to Parent's Employee Stock Purchase Planthis Agreement. All outstanding shares of Parent Common Stock are duly authorized, validly issued, fully paid and nonassessable and are not subject to preemptive rights created by statute, the Articles of Incorporation or Bylaws of Parent or any agreement or document to which Parent is a party or by which it is bound. The authorized capital stock of Merger Sub consists of 1000 shares one share of Common Stock, $0.001 par valuevalue per share, all of which, as of the date hereof, are issued and outstanding and are held by Parent. Merger Sub was formed on or about October 10with an effective date of February 25, 19972006, for the purpose of consummating the Merger and Merger, has no material assets or liabilities except as necessary for such purpose and has not, and prior to the Effective Date will not have, conducted any business except as necessary for such purpose. (b) As of the date of this Agreement, Parent had reserved an aggregate of 20,000,000 shares of Parent Common Stock, net of exercises, for issuance to employees, consultants and non-employee directors pursuant to Parent's 2005 Stock Option Plan, as amended, under which options are outstanding for an aggregate of 2,845,000 shares of Common Stock (the "PARENT STOCK OPTION PLAN."). Stock options granted pursuant to the Parent Stock Option Plan are referred to in this Agreement as "PARENT STOCK OPTIONS.") Parent has made available to the Company accurate and complete copies of the Parent Stock Option Plan and the forms of all agreements evidencing the Parent Stock Options. There are no commitments or agreements of any character to which Parent is bound obligating Parent to accelerate the vesting of any Parent Stock Option as a result of the Merger.