Common use of Authorization; Validity of Agreement; Company Action Clause in Contracts

Authorization; Validity of Agreement; Company Action. The Company has full corporate power and authority to execute and deliver each Basic Document and the Warrants, to issue the Units, the Shortfall Warrants and the Litigation Warrants and to consummate the transactions contemplated hereby and thereby, except if more than 2,267,421 shares of Common Stock are required to be issued upon exercise of Warrants, additional shares must be authorized. The Certificate of Designation has been duly approved by the Company and filed with the Department of Consumer & Industry Services of the State of Michigan. The execution, delivery and performance by the Company of each Basic Document and the Warrants and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by the Board of Directors of the Company and, other than shareholder approval of the Charter Amendment, no other corporate or shareholder action on the part of the Company is necessary to authorize the execution, delivery or performance by the Company of any Basic Document or Warrant, the issuance of any Units, Shortfall Warrants or Litigation Warrants or the consummation by it of the transactions contemplated hereby and thereby, except if more than 2,267,421 shares of Common Stock are required to be issued upon exercise of Warrants, additional shares must be authorized and if more than 200,000 shares of Series A-1 Preferred Stock or Series A-2 Preferred are required to be issued by reason of the payment of dividends in-kind on such sub-series, additional shares of such sub-series must be authorized. This Agreement, the Registration Rights Agreement, the Attached Warrants and the Shortfall Warrants have been duly executed and delivered by the Company and (assuming due and valid authorization, execution and delivery hereof and thereof by the other parties hereto and thereto) this Agreement, the other Basic Documents, the Attached Warrants and the Shortfall Warrants are valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws, now or hereafter in effect, affecting creditors' rights generally, and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. If issued in accordance with the terms of Section 5.04 hereof, the Litigation Warrants will be valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws, now or hereafter in effect, affecting creditors' rights generally, and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Authorization; Validity of Agreement; Company Action. The Company has full the requisite corporate power and authority to execute and deliver this Agreement and each Basic Document and of the Warrantsother Transaction Documents to which it is a party, to issue the Units, the Shortfall Warrants perform its obligations hereunder and the Litigation Warrants thereunder and to consummate the transactions contemplated hereby (including the Merger) and thereby, except if more than 2,267,421 shares of Common Stock are required to be issued upon exercise of Warrants, additional shares must be authorized. The Certificate of Designation has been duly approved by the Company and filed with the Department of Consumer & Industry Services of the State of Michigan. The execution, delivery and performance by the Company of this Agreement and each Basic Document of the other Transaction Documents to which it is a party, and the Warrants consummation by the Company of the transactions contemplated hereby (including the Merger) and thereby, have been duly and validly authorized by all necessary corporate action on the part of the Company. The adoption of this Agreement and each of the other Transaction Documents and the approval of the transactions contemplated hereby (including the Merger) and thereby by the holders of Class A Common Stock and the Class B Common Stock, voting as separate classes, are the only approvals of holders of Common Stock necessary to approve the Merger and to consummate the transactions contemplated by this Agreement and the other Transaction Documents, which such approvals will be obtained by delivery of executed Shareholder Consents from such shareholders to the Company immediately following the execution of this Agreement. No other corporate action on the part of the Company is necessary to adopt this Agreement and the other Transaction Documents to which it is a party or to authorize the execution and delivery by the Company of this Agreement and each of the other Transaction Documents to which it is a party and the consummation by it of the transactions contemplated hereby (including the Merger) and thereby have been duly authorized by the Board of Directors thereby. This Agreement has been, and as of the Company and, other than shareholder approval Closing Date each of the Charter Amendment, no other corporate or shareholder action on the part of Transaction Documents to which the Company is necessary to authorize the executiona party will have been, delivery or performance by the Company of any Basic Document or Warrant, the issuance of any Units, Shortfall Warrants or Litigation Warrants or the consummation by it of the transactions contemplated hereby and thereby, except if more than 2,267,421 shares of Common Stock are required to be issued upon exercise of Warrants, additional shares must be authorized and if more than 200,000 shares of Series A-1 Preferred Stock or Series A-2 Preferred are required to be issued by reason of the payment of dividends in-kind on such sub-series, additional shares of such sub-series must be authorized. This Agreement, the Registration Rights Agreement, the Attached Warrants and the Shortfall Warrants have been duly executed and delivered by the Company and (and, assuming due and valid authorization, execution and delivery hereof and and, to the extent applicable, thereof by Parent and Sub, this Agreement is, and each of the other parties hereto and thereto) this AgreementTransaction Documents will be, the other Basic Documents, the Attached Warrants and the Shortfall Warrants are a legally valid and binding obligations obligation of the Company enforceable against the Company in accordance with their its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar lawsLaws, now or hereafter in effect, affecting creditors' ’ rights generally, and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. If issued in accordance with the terms of Section 5.04 hereof, the Litigation Warrants will be valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws, now or hereafter in effect, affecting creditors' rights generally, remedies generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Authorization; Validity of Agreement; Company Action. The Company has full corporate power and authority to execute and deliver each Basic Document and the Warrants, to issue the Units, the Shortfall Warrants and the Litigation Warrants this Agreement and to consummate the transactions contemplated hereby and therebyhereby, except if more than 2,267,421 shares of Common Stock are required subject to be issued upon exercise of Warrants, additional shares must be authorizedobtaining stockholder approval as described in this Section 3.3. The Certificate Board of Designation has been Directors, at a meeting duly approved by the Company called and filed with the Department of Consumer & Industry Services held on November 5, 1998 at which all of the State members of Michigan. The the Board of Directors were present, duly adopted a resolution by a vote of five in favor and two opposed approving this Agreement and its execution, delivery and performance by the Company of each Basic Document and the Warrants and the consummation by it of the transactions contemplated hereby hereby, recommended that the stockholders of the Company adopt this Agreement and thereby have been duly authorized by the Merger, and determined that this Agreement and the Merger, are fair to the stockholders of the Company other than Parent and its Subsidiaries; provided, however, any such recommendation of the Board of Directors may be withdrawn, modified or amended to the extent permitted by Section 5.5 of the Company and, other than shareholder approval of the Charter Amendment, no this Agreement. No other corporate or shareholder action on the part of the Company is necessary to authorize the execution, execution and delivery or performance by the Company of any Basic Document or Warrant, the issuance of any Units, Shortfall Warrants or Litigation Warrants or this Agreement and the consummation by it of the transactions contemplated hereby (except for the stockholder approval described in this Section 3.3 and thereby, except if more than 2,267,421 shares of Common Stock are required to be issued upon exercise of Warrants, additional shares must be authorized and if more than 200,000 shares of Series A-1 Preferred Stock or Series A-2 Preferred are required to be issued by reason of the payment of dividends in-kind on such sub-series, additional shares of such sub-series must be authorizedin Section 6.1(a)(ii)). This Agreement, the Registration Rights Agreement, the Attached Warrants and the Shortfall Warrants have Agreement has been duly executed and delivered by the Company and (and, assuming due and valid authorization, execution and delivery hereof by Parent and thereof by the other parties hereto and thereto) this AgreementSub, the other Basic Documents, the Attached Warrants and the Shortfall Warrants are is a valid and binding obligations obligation of the Company enforceable against the Company in accordance with their its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other insolvency and similar laws, now or hereafter in effect, laws affecting creditors' rights generally, and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses generally and to the discretion general principles of equity. The affirmative vote of the court before which holders of a majority of the outstanding Shares are the only votes of the holders of any proceeding therefor may be broughtclass or series of the Company's capital stock necessary under the DGCL and the Company's Certificate of Incorporation to adopt this Agreement and approve the transactions contemplated hereby. If issued in accordance with Section 203 of the terms DGCL is not applicable to the Merger. The provisions of Section 5.04 hereofArticle X of the Company's Certificate of Incorporation will not apply to this Agreement, the Litigation Warrants will be valid and binding obligations Merger or any of the Company enforceable against the Company in accordance with their terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws, now or hereafter in effect, affecting creditors' rights generally, and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be broughttransactions contemplated hereby.

Authorization; Validity of Agreement; Company Action. (a) The Company has full all necessary corporate power and authority to execute and deliver each Basic Document this Agreement and the Warrants, other Transaction Documents to issue the Units, the Shortfall Warrants and the Litigation Warrants which it is a party and to consummate the transactions contemplated hereby and thereby, except if more than 2,267,421 shares of Common Stock are required to be issued upon exercise of Warrants, additional shares must be authorized. The Certificate of Designation has been duly approved by the Company and filed with the Department of Consumer & Industry Services of the State of Michiganperform its obligations hereunder. The execution, delivery and performance by the Company of each Basic Document this Agreement and the Warrants other Transaction Documents to which it is a party, and the consummation by it of the Merger and the other transactions contemplated hereby by this Agreement (which, for the avoidance of doubt, shall not include the Carve-out Transaction, the Financing and thereby the transactions related thereto), have been duly and validly authorized by the Board of Directors of the Company and(the “Company Board”), other than shareholder approval of the Charter Amendment, and no other corporate or shareholder action on the part of the Company is necessary to authorize the execution, delivery or and performance by the Company of any Basic Document or Warrant, this Agreement and the issuance of any Units, Shortfall Warrants or Litigation Warrants or other Transaction Documents to which it is a party and the consummation by it of the Merger and the other transactions contemplated hereby by this Agreement (which, for the avoidance of doubt, shall not include the Carve-out Transaction, the Financing and therebythe transactions related thereto), except if more than 2,267,421 shares of Common Stock are required to be issued upon exercise of Warrants, additional shares must be authorized and if more than 200,000 shares of Series A-1 Preferred Stock or Series A-2 Preferred are required to be issued by reason that the consummation of the payment Merger requires the Stockholder Approval and the consummation of dividends in-kind on such sub-series, additional shares the Merger requires the filing of such sub-series must be authorizedthe Certificate of Merger with the Secretary of State of the State of Delaware. This Agreement, the Registration Rights Agreement, the Attached Warrants Agreement and the Shortfall Warrants other Transaction Documents to which the Company is a party have been duly and validly executed and delivered by the Company and (and, assuming due and valid authorization, execution and delivery hereof of this Agreement and thereof such Transaction Documents by the other parties hereto Parent, Merger Sub and thereto) this AgreementCarve-out Buyer, the other Basic Documents, the Attached Warrants and the Shortfall Warrants are is a valid and binding obligations obligation of the Company enforceable against the Company in accordance with their its terms, except that (i) such enforcement may be subject to the General Enforceability Exceptions. Assuming the accuracy of the representations and warranties of the Parent, Merger Sub and Carve-out Buyer set forth in this Agreement, the Company Board has taken all necessary action so that any takeover, anti-takeover, moratorium, “fair price”, “control share” or similar Law applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws, now or hereafter in effect, affecting creditors' rights generally, and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion Company or its Subsidiaries (including the restrictions on “business combinations” with an “interested stockholder” (each as defined in Section 203 of the court before which any proceeding therefor may be brought. If issued in accordance with DGCL) under Section 203 of the terms of Section 5.04 hereof, DGCL) (“Takeover Laws”) or similar provisions under the Litigation Warrants will be valid and binding obligations organizational documents of the Company enforceable against the Company in accordance with their terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws, now or hereafter in effect, affecting creditors' rights generallyand its Subsidiaries do not, and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and will not, apply to the discretion of the court before which any proceeding therefor may be broughtMerger.

Authorization; Validity of Agreement; Company Action. (a) The Company has full corporate power and authority to execute and deliver this Agreement, the Amalgamation Agreement, each Basic Document other Ancillary Agreement to which it is party and each instrument required hereby to be executed and delivered by the Company prior to or upon the Amalgamation becoming effective, and, subject to obtaining the Shareholder Approvals required by the BCA, the Company Articles, the Company By-laws and the WarrantsShareholders Agreement, to issue the Units, the Shortfall Warrants perform its obligations hereunder and the Litigation Warrants thereunder and to consummate the transactions contemplated hereby and thereby, except if more than 2,267,421 shares of Common Stock are required to be issued upon exercise of Warrants, additional shares must be authorized. The Certificate of Designation has been duly approved by the Company and filed with the Department of Consumer & Industry Services of the State of MichiganTransactions. The execution, delivery and performance by the Company of this Agreement, the Amalgamation Agreement, each Basic Document other Ancillary Agreement to which it is party and each instrument required hereby to be executed and delivered by the Company prior to or upon the Amalgamation becoming effective and the Warrants performance of its obligations hereunder and thereunder and the consummation by it of the transactions contemplated hereby and thereby Transactions have been duly authorized by the its Board of Directors of the Company Directors, and, other than shareholder approval of except for obtaining the Charter AmendmentShareholder Approvals as contemplated by Section 6.6, no other corporate or shareholder action on the part of the Company is necessary to authorize the execution, delivery or and performance by the Company of any Basic Document or Warrantthis Agreement, the issuance of any UnitsAmalgamation Agreement, Shortfall Warrants or Litigation Warrants or each other Ancillary Agreement to which it is party and the consummation by it of the transactions contemplated Transactions. This Agreement has been, and the Amalgamation Agreement, each other Ancillary Agreement to which it is party and each instrument required hereby and thereby, except if more than 2,267,421 shares of Common Stock are required to be issued executed and delivered by the Company prior to the Amalgamation becoming effective has been or, if executed after the date hereof and upon exercise of Warrantsor prior to the Amalgamation becoming effective, additional shares must be authorized and if more than 200,000 shares of Series A-1 Preferred Stock or Series A-2 Preferred are required to be issued by reason of the payment of dividends in-kind on such sub-serieswill be, additional shares of such sub-series must be authorized. This Agreement, the Registration Rights Agreement, the Attached Warrants and the Shortfall Warrants have been duly executed and delivered by the Company and (and, assuming due and valid authorization, execution and delivery hereof and thereof by the Parent and Subco and any other parties hereto thereto, constitutes, or, in the case of the Ancillary Agreements have been or, if executed after the date hereof and thereto) this Agreementupon or prior to the Amalgamation becoming effective, the other Basic Documentswill constitute, the Attached Warrants and the Shortfall Warrants are valid and binding obligations of the Company enforceable against the Company in accordance with their respective terms, except that as enforceability may be limited by (i) such enforcement may be subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or and other similar laws, Laws of general application affecting the enforcement of creditors’ rights generally now or hereafter in effect, affecting creditors' rights generally, effect and (ii) the remedy general principles of specific performance and injunctive and other forms equity, regardless of equitable relief may be subject to equitable defenses and to the discretion of the court before which any whether asserted in a proceeding therefor may be brought. If issued in accordance with the terms of Section 5.04 hereof, the Litigation Warrants will be valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium equity or other similar laws, now or hereafter in effect, affecting creditors' rights generally, and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be broughtat law.

Authorization; Validity of Agreement; Company Action. The Company has full the requisite corporate power and authority to execute and deliver each Basic Document this Agreement and, subject to obtaining the affirmative vote for approval of the principal terms of the Merger and adoption of this Agreement and the Warrantstransactions contemplated hereby by the holders of a majority of the outstanding shares of Common Stock (the “Company Shareholder Approval”) on the record date for the meeting of the Company’s shareholders (the “Company Shareholders Meeting”) to consider the approval of the principal terms of the Merger and adoption of this Agreement under the CCC (“Company Voting Proposal”), to issue the Units, the Shortfall Warrants perform its obligations and the Litigation Warrants and to consummate the transactions contemplated hereby and thereby, except if more than 2,267,421 shares of Common Stock are required to be issued upon exercise of Warrants, additional shares must be authorizedhereby. The Certificate Strategic Committee has determined that the transactions contemplated hereby are advisable and fair to and in the best interests of Designation has been duly approved by the Company and filed with its shareholders and has recommended that the Department of Consumer & Industry Services of full Company Board approve this Agreement and the State of Michigantransactions contemplated hereby. The execution, delivery and performance by the Company of each Basic Document and the Warrants this Agreement and the consummation by it the Company of the transactions contemplated hereby and thereby have been duly authorized by the Company Board of Directors (acting upon the unanimous recommendation of the Company andStrategic Committee), other than shareholder approval of the Charter Amendment, and no other corporate or shareholder action on the part of the Company is necessary to authorize the execution, execution and delivery or performance by the Company of any Basic Document or Warrantthis Agreement, except for the issuance of any Units, Shortfall Warrants or Litigation Warrants or the consummation by it Company Shareholder Approval of the transactions contemplated hereby and thereby, except if more than 2,267,421 shares of Common Stock are required to be issued upon exercise of Warrants, additional shares must be authorized and if more than 200,000 shares of Series A-1 Preferred Stock or Series A-2 Preferred are required to be issued by reason of the payment of dividends in-kind on such sub-series, additional shares of such sub-series must be authorizedCompany Voting Proposal. This Agreement, the Registration Rights Agreement, the Attached Warrants and the Shortfall Warrants have Agreement has been duly executed and delivered by the Company and (assuming due and valid authorization, execution and delivery hereof and thereof by the other parties hereto and thereto) this Agreement, the other Basic Documents, the Attached Warrants and the Shortfall Warrants are is a valid and binding obligations obligation of the Company enforceable against the Company in accordance with their its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar lawsLaws, now or hereafter in effect, affecting creditors' ’ rights and remedies generally. The Company Board, and (ii) acting upon the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion recommendation of the court before which any proceeding therefor may be brought. If issued Strategic Committee, has determined that the terms of this Agreement constitute a Superior Proposal (as defined in the Prior Agreement), the Company, the Company Board and the Strategic Committee have taken all actions necessary to terminate the Prior Agreement in accordance with its terms, and the terms of Prior Agreement has been validly terminated and is no longer in force or effect. The Company has paid $4,025,875 to Technology Resources Holdings, Inc. pursuant to Section 5.04 hereof, the Litigation Warrants will be valid and binding obligations 8.3 of the Company enforceable against the Company in accordance with their terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws, now or hereafter in effect, affecting creditors' rights generally, and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be broughtPrior Agreement.

Authorization; Validity of Agreement; Company Action. The Company has full the requisite corporate power and authority to execute and deliver each Basic Document this Agreement and the Warrants, to issue the Units, the Shortfall Warrants and the Litigation Warrants perform its obligations under this Agreement and to consummate the transactions contemplated hereby Transactions (as defined below), subject, in the case of the Charney Anti-Dilution Provision and therebythe issuance of the Purchase Right Shares, except if more than 2,267,421 shares to receipt of Common Stock are required to be issued upon exercise of Warrants, additional shares must be authorizedthe Stockholder Approval. The Certificate of Designation has been duly approved by the Company execution and filed with the Department of Consumer & Industry Services of the State of Michigan. The execution, delivery and performance by the Company of each Basic Document and the Warrants this Agreement and the consummation by it the Company of the transactions contemplated hereby and thereby Transactions have been duly authorized by by, and this Agreement and the Transactions have been validly approved by, the requisite vote of the Company’s Board of Directors and Audit Committee, subject, in the case of the Company and, other than shareholder approval of the Charter Amendment, no other corporate or shareholder action on the part of the Company is necessary to authorize the execution, delivery or performance by the Company of any Basic Document or Warrant, Charney Anti-Dilution Provision and the issuance of any Unitsthe Purchase Right Shares, Shortfall Warrants or Litigation Warrants or the consummation by it to receipt of the transactions contemplated hereby and thereby, except if more than 2,267,421 shares of Common Stock are required to be issued upon exercise of Warrants, additional shares must be authorized and if more than 200,000 shares of Series A-1 Preferred Stock or Series A-2 Preferred are required to be issued by reason of the payment of dividends in-kind on such sub-series, additional shares of such sub-series must be authorizedStockholder Approval. This Agreement, the Registration Rights Agreement, the Attached Warrants and the Shortfall Warrants have Agreement has been duly executed and delivered by the Company and (and, assuming due and valid authorization, execution and delivery hereof and thereof of this Agreement by each Purchaser and, in the other parties hereto and thereto) this Agreement, case of the other Basic Documents, the Attached Warrants Charney Anti-Dilution Provision and the Shortfall Warrants are issuance of the Purchase Right Shares, receipt of the Stockholder Approval, is a valid and binding obligations obligation of the Company enforceable against the Company in accordance with their its terms, except that subject, as to enforcement, to (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws, laws now or hereafter hereinafter in effect, effect affecting creditors' ’ rights generally, generally and (ii) general principles of equity. As used herein, (a) “Stockholder Approval” means the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to requisite approval by the discretion holders of the court before which any proceeding therefor may be brought. If issued in accordance with Common Stock under the terms of Section 5.04 hereofNYSE Amex Company Guide, the Litigation Warrants will be valid Delaware General Corporation Law and binding obligations the Company’s organizational documents, as applicable, of the Company enforceable against the Company in accordance with their terms, except that (i) such enforcement may be subject the grant of the Charney Anti-Dilution Provision and the issuance of the shares of Common Stock thereunder, (ii) an amendment to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws, now or hereafter the Company’s Certificate of Incorporation to increase the number of authorized shares of Common Stock in effect, affecting creditors' rights generallya number sufficient to include the Shares initially issuable pursuant to the Purchase Rights and the shares issuable under the Charney Anti-Dilution Provision, and (iiiii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion issuance of the court before which Purchase Right Shares and the issuance of shares under the similar purchase right to be granted to Charney under the Charney Purchase Agreement (as defined below); and (b) “Transactions” means the Sale, the entering into and granting of the Purchase Rights, the issuance of the Shares, including any proceeding therefor may be broughtAdditional Shares (as defined below), and the granting of the Charney Anti-Dilution Provision and the issuance of shares of Common Stock to Charney thereunder.

Authorization; Validity of Agreement; Company Action. The Company has full the requisite corporate power and authority to execute and deliver each Basic Document this Agreement and the Warrants, to issue the Units, the Shortfall Warrants and the Litigation Warrants perform its obligations under this Agreement and to consummate the transactions contemplated hereby and therebyTransactions (as defined below), except if more than 2,267,421 shares subject to receipt of Common Stock are required to be issued upon exercise of Warrants, additional shares must be authorizedthe Stockholder Approval. The Certificate of Designation has been duly approved by the Company execution and filed with the Department of Consumer & Industry Services of the State of Michigan. The execution, delivery and performance by the Company of each Basic Document and the Warrants this Agreement and the consummation by it the Company of the transactions contemplated hereby and thereby Transactions have been duly authorized by by, and this Agreement and the Transactions have been validly approved by, the requisite vote of the Company’s Board of Directors and Audit Committee, subject to receipt of the Stockholder Approval. The Company andhas reserved for issuance, other than shareholder approval or shall have reserved for issuance prior to the Initial Expiration Date (as defined below), subject to receipt of the Charter Amendment, no other corporate or shareholder action on the part of the Company is necessary to authorize the execution, delivery or performance by the Company of any Basic Document or WarrantStockholder Approval, the issuance of any Units, Shortfall Warrants or Litigation Warrants or Purchase Right Shares and the consummation by it of the transactions contemplated hereby and thereby, except if more than 2,267,421 shares of Common Stock are required to be issued upon exercise of Warrants, additional shares must be authorized and if more than 200,000 shares of Series A-1 Preferred Stock or Series A-2 Preferred are required to be issued by reason of the payment of dividends inAnti-kind on such sub-series, additional shares of such sub-series must be authorizedDilution Shares. This Agreement, the Registration Rights Agreement, the Attached Warrants and the Shortfall Warrants have Agreement has been duly executed and delivered by the Company and (and, assuming due and valid authorization, execution and delivery hereof and thereof of this Agreement by the other parties hereto Purchaser and thereto) this Agreementreceipt of the Stockholder Approval, the other Basic Documents, the Attached Warrants and the Shortfall Warrants are is a valid and binding obligations obligation of the Company enforceable against the Company in accordance with their its terms, except that subject, as to enforcement, to (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws, laws now or hereafter hereinafter in effect, effect affecting creditors' ’ rights generally, generally and (ii) general principles of equity. As used herein, (a) “Stockholder Approval” means the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to requisite approval by the discretion holders of the court before which any proceeding therefor may be brought. If issued in accordance with Common Stock under the terms of Section 5.04 hereofNYSE Amex Company Guide, the Litigation Warrants will be valid Delaware General Corporation Law and binding obligations the Company’s organizational documents, as applicable, of the Company enforceable against the Company in accordance with their terms, except that (i) such enforcement may be subject (x) the issuance of the Initial Shares (the “Initial Share Stockholder Approval”) and (y) the grant of the Charney Anti-Dilution Provision and the issuance of the Anti-Dilution Shares, (ii) an amendment to applicable bankruptcythe Company’s Certificate of Incorporation to increase the number of authorized shares of Common Stock in a number sufficient to include the Purchase Right Shares initially issuable pursuant to the Purchase Right, insolvency, reorganization, moratorium or other similar laws, now or hereafter in effect, affecting creditors' rights generallythe Anti-Dilution Shares and the Other Purchaser Purchase Right Shares initially issuable under the Other Purchase Agreement, and (iiiii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion issuance of the court before which Purchase Right Shares and the issuance of the Other Purchaser Purchase Right Shares; and (b) “Transactions” means the Sale, the issuance of the Initial Shares, the entering into and granting of the Purchase Right, the issuance of the Purchase Right Shares, including any proceeding therefor may be broughtAdditional Shares (as defined below), and the granting of the Charney Anti-Dilution Provision and the issuance of the Anti-Dilution Shares.

Authorization; Validity of Agreement; Company Action. The Company has full corporate power and authority to execute and deliver each Basic Document and the Warrants, to issue the Units, the Shortfall Warrants and the Litigation Warrants this Agreement and to consummate the transactions contemplated hereby and thereby, except if more than 2,267,421 shares of Common Stock are required to be issued upon exercise of Warrants, additional shares must be authorized. The Certificate of Designation has been duly approved by the Company and filed with the Department of Consumer & Industry Services of the State of MichiganTransactions. The execution, delivery and performance by the Company of each Basic Document and the Warrants this Agreement and the consummation by it of the transactions contemplated hereby and thereby Transactions, have been duly authorized by the Company Board of Directors of the Company and, other than shareholder except for obtaining the approval of the Charter Amendmentits stockholders as contemplated by Section 1.10, no other corporate or shareholder action on the part of the Company is necessary to authorize the execution, execution and delivery or performance by the Company of any Basic Document or Warrant, the issuance of any Units, Shortfall Warrants or Litigation Warrants this Agreement or the consummation by it of the Transactions. Without limiting the generality of the preceding sentence, the board of directors of the Company (at a meeting duly called and held) has by the unanimous vote of the directors voting at such meeting (i) determined that the Merger is advisable and in the best interests of the Company and its stockholders, (ii) authorized and approved the execution, delivery and performance of this Agreement by the Company and approved the Merger, (iii) recommended (x) the adoption of this Agreement, (y) that the Company’s stockholders accept the Offer and tender their Shares and (z) the approval of the Merger by the Company’s stockholders and directed that this Agreement be submitted for consideration by the Company’s stockholders at a meeting of the Company’s stockholders, and (iv) to the extent necessary, adopted a resolution having the effect of causing the Merger and the other transactions contemplated hereby and thereby, except if more than 2,267,421 shares of Common Stock are required by this Agreement or the Company Voting Agreements not to be issued upon exercise of Warrants, additional shares must be authorized and if more than 200,000 shares of Series A-1 Preferred Stock or Series A-2 Preferred are required subject to be issued by reason the restrictions set forth in any state takeover law (including Section 203 of the payment of dividends in-kind on such sub-series, additional shares of such sub-series must be authorizedDGCL) or similar law that might otherwise apply or the Rights Agreement. This Agreement, the Registration Rights Agreement, the Attached Warrants and the Shortfall Warrants have Agreement has been duly executed and delivered by the Company and (and, assuming due and valid authorization, execution and delivery hereof and thereof by the other parties hereto Parent and thereto) Purchaser, this Agreement, the other Basic Documents, the Attached Warrants and the Shortfall Warrants are Agreement is a valid and binding obligations obligation of the Company Company, subject to general equity principles, enforceable against the Company in accordance with their its terms, except that (i) such enforcement as the same may be subject to applicable limited by bankruptcy, insolvency, reorganization, moratorium reorganization or other similar laws, now or hereafter in effect, laws affecting creditors' the rights of creditors generally, and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. If issued in accordance with the terms of Section 5.04 hereof, the Litigation Warrants will be valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws, now or hereafter in effect, affecting creditors' rights generally, and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Authorization; Validity of Agreement; Company Action. The Company has full corporate power and authority to execute and deliver each Basic Document and the Warrants, to issue the Units, the Shortfall Warrants and the Litigation Warrants this Agreement and to consummate the transactions contemplated hereby and thereby, except if more than 2,267,421 shares of Common Stock are required to be issued upon exercise of Warrants, additional shares must be authorized. The Certificate of Designation has been duly approved by the Company and filed with the Department of Consumer & Industry Services of the State of MichiganTransactions. The execution, delivery and performance by the Company of each Basic Document and the Warrants this Agreement and the consummation by it of the transactions contemplated hereby and thereby Transactions, have been duly authorized by the Company Board of Directors of the Company and, other than shareholder except for obtaining the approval of the Charter Amendmentits stockholders as contemplated by SECTION 1.10, no other corporate or shareholder action on the part of the Company is necessary to authorize the execution, execution and delivery or performance by the Company of any Basic Document or Warrant, the issuance of any Units, Shortfall Warrants or Litigation Warrants this Agreement or the consummation by it of the Transactions. Without limiting the generality of the preceding sentence, the board of directors of the Company (at a meeting duly called and held) has by the unanimous vote of the directors voting at such meeting (i) determined that the Merger is advisable and in the best interests of the Company and its stockholders, (ii) authorized and approved the execution, delivery and performance of this Agreement by the Company and approved the Merger, (iii) recommended (x) the adoption of this Agreement, (y) that the Company's stockholders accept the Offer and tender their Shares and (z) the approval of the Merger by the Company's stockholders and directed that this Agreement be submitted for consideration by the Company's stockholders at a meeting of the Company's stockholders, and (iv) to the extent necessary, adopted a resolution having the effect of causing the Merger and the other transactions contemplated hereby and thereby, except if more than 2,267,421 shares of Common Stock are required by this Agreement or the Company Voting Agreements not to be issued upon exercise of Warrants, additional shares must be authorized and if more than 200,000 shares of Series A-1 Preferred Stock or Series A-2 Preferred are required subject to be issued by reason the restrictions set forth in any state takeover law (including Section 203 of the payment of dividends in-kind on such sub-series, additional shares of such sub-series must be authorizedDGCL) or similar law that might otherwise apply or the Rights Agreement. This Agreement, the Registration Rights Agreement, the Attached Warrants and the Shortfall Warrants have Agreement has been duly executed and delivered by the Company and (and, assuming due and valid authorization, execution and delivery hereof and thereof by the other parties hereto Parent and thereto) Purchaser, this Agreement, the other Basic Documents, the Attached Warrants and the Shortfall Warrants are Agreement is a valid and binding obligations obligation of the Company Company, subject to general equity principles, enforceable against the Company in accordance with their its terms, except that (i) such enforcement as the same may be subject to applicable limited by bankruptcy, insolvency, reorganization, moratorium reorganization or other similar laws, now or hereafter in effect, laws affecting creditors' the rights of creditors generally, and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. If issued in accordance with the terms of Section 5.04 hereof, the Litigation Warrants will be valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws, now or hereafter in effect, affecting creditors' rights generally, and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Authorization; Validity of Agreement; Company Action. The Company has full the requisite corporate power and authority to execute and deliver each Basic Document this Agreement and, subject to obtaining the affirmative vote for approval of the principal terms of the Merger and adoption of this Agreement and the Warrantstransactions contemplated hereby, by the holders of a majority of the outstanding shares of Common Stock (the “Company Shareholder Approval”) on the record date for the meeting of the Company’s shareholders (the “Company Shareholders Meeting”) to consider the approval of the principal terms of the Merger and adoption of this Agreement under the CCC (“Company Voting Proposal”), to issue the Units, the Shortfall Warrants perform its obligations and the Litigation Warrants and to consummate the transactions contemplated hereby and thereby, except if more than 2,267,421 shares of Common Stock are required to be issued upon exercise of Warrants, additional shares must be authorizedhereby. The Certificate Strategic Committee has determined that the transactions contemplated hereby are advisable and fair to and in the best interests of Designation has been duly approved by the Company and filed with its shareholders and has recommended that the Department of Consumer & Industry Services of full Company Board approve this Agreement and the State of Michigantransactions contemplated hereby. The execution, delivery and performance by the Company of each Basic Document and the Warrants this Agreement and the consummation by it the Company of the transactions contemplated hereby and thereby have been duly authorized by the Company Board of Directors (acting upon the unanimous recommendation of the Company andStrategic Committee), other than shareholder approval of the Charter Amendment, and no other corporate or shareholder action on the part of the Company is necessary to authorize the execution, execution and delivery or performance by the Company of any Basic Document or Warrantthis Agreement, except for the issuance of any Units, Shortfall Warrants or Litigation Warrants or the consummation by it Company Shareholder Approval of the transactions contemplated hereby and thereby, except if more than 2,267,421 shares of Common Stock are required to be issued upon exercise of Warrants, additional shares must be authorized and if more than 200,000 shares of Series A-1 Preferred Stock or Series A-2 Preferred are required to be issued by reason of the payment of dividends in-kind on such sub-series, additional shares of such sub-series must be authorizedCompany Voting Proposal. This Agreement, the Registration Rights Agreement, the Attached Warrants and the Shortfall Warrants have Agreement has been duly executed and delivered by the Company and (assuming due and valid authorization, execution and delivery hereof and thereof by the other parties hereto and thereto) this Agreement, the other Basic Documents, the Attached Warrants and the Shortfall Warrants are is a valid and binding obligations obligation of the Company enforceable against the Company in accordance with their its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar lawsLaws, now or hereafter in effect, affecting creditors' ’ rights and remedies generally. The Company Board, and (ii) acting upon the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion recommendation of the court before which any proceeding therefor may be brought. If issued Strategic Committee, has determined that the terms of this Agreement constitute a Superior Proposal (as defined in the Prior Agreement), the Company, the Company Board and the Strategic Committee have taken all actions necessary to terminate the Prior Agreement in accordance with its terms, and the terms of Prior Agreement has been validly terminated and is no longer in force or effect. The Company has paid $4,025,875 to Technology Resources Holdings, Inc. pursuant to Section 5.04 hereof, the Litigation Warrants will be valid and binding obligations 8.3 of the Company enforceable against the Company in accordance with their terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws, now or hereafter in effect, affecting creditors' rights generally, and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be broughtPrior Agreement.

Authorization; Validity of Agreement; Company Action. The Company Each of the Purchaser and Acquireco has full all necessary corporate power and authority to execute and deliver each Basic Document this Agreement and the Warrantsagreements and other documents to be entered into by it hereunder, to issue the Units, the Shortfall Warrants perform its obligations hereunder and the Litigation Warrants thereunder and to consummate the transactions contemplated hereby hereunder and thereby, except if more than 2,267,421 shares of Common Stock are required to be issued upon exercise of Warrants, additional shares must be authorized. The Certificate of Designation has been duly approved by the Company and filed with the Department of Consumer & Industry Services of the State of Michiganthereunder. The execution, delivery and performance by the Company Purchaser and Acquireco of each Basic Document this Agreement, the Arrangement and the Warrants agreements and other documents to be entered into by it hereunder and the consummation by it the Purchaser and Acquireco of the transactions contemplated hereby hereunder and thereby thereunder, have been duly and validly authorized by the Board board of Directors directors of each of the Company and, other than shareholder approval of the Charter Amendment, Purchaser and Acquireco and no other corporate or shareholder action proceeding on the part of the Company Purchaser or Acquireco is necessary to authorize the execution, delivery or and performance by the Company Purchaser and Acquireco of any Basic Document or Warrant, this Agreement and the issuance of any Units, Shortfall Warrants or Litigation Warrants agreements and other documents to be entered into by it hereunder or the consummation by it of the transactions contemplated hereby and therebyArrangement, except if more other than 2,267,421 shares of Common Stock are required to be issued upon exercise of Warrants, additional shares must be authorized and if more than 200,000 shares of Series A-1 Preferred Stock or Series A-2 Preferred are required to be issued by reason (i) the approval of the payment Purchaser Circular by the FCA, and (ii) the approval of dividends in-kind on such sub-seriesthe Purchaser Circular by the Purchaser Board, additional shares and (iii) the approval of such sub-series must be authorizedthe Purchaser Resolution by the Purchaser Shareholders at the Purchaser Meeting, as required by applicable Laws. This Agreement, the Registration Rights Agreement, the Attached Warrants and the Shortfall Warrants have Agreement has been duly and validly executed and delivered by the Company Purchaser and (Acquireco and, assuming due and valid authorization, execution and delivery hereof and thereof of this Agreement by the other parties hereto and thereto) this AgreementCompany, the other Basic Documents, the Attached Warrants and the Shortfall Warrants are is a valid and binding obligations obligation of each of the Company Purchaser and Acquireco enforceable against the Company each of them in accordance with their its terms, except that (i) such as the enforcement thereof may be limited by bankruptcy, insolvency and other applicable Laws affecting the enforcement of creditors’ rights generally and subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws, now or hereafter in effect, affecting creditors' rights generally, and (ii) the remedy of specific performance and injunctive and other forms of qualification that equitable relief remedies may be subject to equitable defenses and to granted only in the discretion of the a court before which any proceeding therefor may be brought. If issued in accordance with the terms of Section 5.04 hereof, the Litigation Warrants will be valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws, now or hereafter in effect, affecting creditors' rights generally, and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be broughtcompetent jurisdiction.