UNDER APPLICABLE STATE
SECURITIES LAWS (COLLECTIVELY, THE "REQUIRED APPROVALS").
(F) ISSUANCE OF THE SECURITIES.
THE SECURITIES ARE DULY AUTHORIZED AND, WHEN
ISSUED AND PAID FOR IN ACCORDANCE WITH THE APPLICABLE TRANSACTION DOCUMENTS,
WILL BE DULY AND VALIDLY ISSUED, FULLY PAID AND NONASSESSABLE, FREE AND CLEAR OF
ALL LIENS IMPOSED BY THE COMPANY.
THE UNDERLYING SHARES AND WARRANT SHARES,
WHEN ISSUED IN ACCORDANCE WITH THE TERMS OF THE APPLICABLE TRANSACTION
DOCUMENTS, WILL BE VALIDLY ISSUED, FULLY PAID AND NONASSESSABLE, FREE AND CLEAR
OF ALL
8
LIENS IMPOSED BY THE COMPANY.
THE COMPANY HAS RESERVED FROM ITS DULY AUTHORIZED
CAPITAL STOCK A NUMBER OF SHARES OF COMMON STOCK FOR ISSUANCE OF THE UNDERLYING
SHARES AT LEAST EQUAL TO THE REQUIRED MINIMUM ON THE DATE HEREOF.
THE COMPANY
HAS NOT, AND TO THE KNOWLEDGE OF THE COMPANY, NO AFFILIATE OF THE COMPANY HAS
SOLD, OFFERED FOR SALE OR SOLICITED OFFERS TO BUY OR OTHERWISE NEGOTIATED IN
RESPECT OF ANY SECURITY (AS DEFINED IN SECTION 2 OF THE SECURITIES ACT) THAT
WOULD BE INTEGRATED WITH THE OFFER OR SALE OF THE SECURITIES IN A MANNER THAT
WOULD REQUIRE THE REGISTRATION UNDER THE SECURITIES ACT OF THE SALE OF THE
SECURITIES TO THE PURCHASERS, OR THAT WOULD BE INTEGRATED WITH THE OFFER OR SALE
OF THE SECURITIES FOR PURPOSES OF THE RULES AND REGULATIONS OF ANY TRADING
MARKET
(G) CAPITALIZATION.
SCHEDULE 3.1(G) SETS FORTH THE NUMBER OF AUTHORIZED AND
OUTSTANDING SHARES OF THE COMPANY'S CAPITAL STOCK AND OUTSTANDING COMMON STOCK
EQUIVALENTS.
EXCEPT AS DESCRIBED IN SCHEDULE 3.1(G), THE COMPANY HAS NOT ISSUED
ANY CAPITAL STOCK SINCE ITS MOST RECENTLY FILED PERIODIC REPORT UNDER THE
EXCHANGE ACT, OTHER THAN PURSUANT TO THE EXERCISE OF EMPLOYEE STOCK OPTIONS
UNDER THE COMPANY'S STOCK OPTION PLANS, THE ISSUANCE OF SHARES OF COMMON STOCK
TO EMPLOYEES PURSUANT TO THE COMPANY'S EMPLOYEE STOCK PURCHASE PLAN AND PURSUANT
TO THE CONVERSION OR EXERCISE OF COMMON STOCK EQUIVALENTS OUTSTANDING AS OF THE
DATE OF THE MOST RECENTLY FILED PERIODIC REPORT UNDER THE EXCHANGE ACT.
NO
PERSON HAS ANY RIGHT OF FIRST REFUSAL, PREEMPTIVE RIGHT, RIGHT OF PARTICIPATION,
OR ANY SIMILAR RIGHT TO PARTICIPATE IN THE TRANSACTIONS CONTEMPLATED BY THE
TRANSACTION DOCUMENTS.
EXCEPT AS A RESULT OF THE PURCHASE AND SALE OF THE
SECURITIES AND EXCEPT AS DESCRIBED IN THE SEC REPORTS, THERE ARE NO OUTSTANDING
OPTIONS, WARRANTS, SCRIPT RIGHTS TO SUBSCRIBE TO, CALLS OR COMMITMENTS OF ANY
CHARACTER WHATSOEVER RELATING TO, OR SECURITIES, RIGHTS OR OBLIGATIONS
CONVERTIBLE INTO OR EXERCISABLE OR EXCHANGEABLE FOR, OR GIVING ANY PERSON ANY
RIGHT TO SUBSCRIBE FOR OR ACQUIRE, ANY SHARES OF COMMON STOCK, OR CONTRACTS,
COMMITMENTS, UNDERSTANDINGS OR ARRANGEMENTS BY WHICH THE COMPANY OR ANY
SUBSIDIARY IS OR MAY BECOME BOUND TO ISSUE ADDITIONAL SHARES OF COMMON STOCK OR
COMMON STOCK EQUIVALENTS. THE ISSUANCE AND SALE OF THE SECURITIES WILL NOT
OBLIGATE THE COMPANY TO ISSUE SHARES OF COMMON STOCK OR OTHER SECURITIES TO ANY
PERSON (OTHER THAN THE PURCHASERS) AND WILL NOT RESULT IN A RIGHT OF ANY HOLDER
OF COMPANY SECURITIES TO ADJUST THE