Common use of Organization, Good Standing and Qualification Clause in Contracts

Organization, Good Standing and Qualification. It and each of its Subsidiaries is a corporation, partnership or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. It and each of its Subsidiaries has the corporate, limited liability company or partnership, as the case may be, power and authority to own and operate its properties and assets and, insofar as it is or shall be a party thereto, to (i) execute and deliver this Agreement and the Ancillary Agreements, (ii) to issue the Notes and the shares of Common Stock issuable upon conversion of the Notes (the “Note Shares”), (iii) to issue the Warrants and the shares of Common Stock issuable upon conversion of the Warrants (the “Warrant Shares”), and to (iv) carry out the provisions of this Agreement and the Ancillary Agreements and to carry on its business as presently conducted. It and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation, partnership or limited liability company, as the case may be, in all jurisdictions in which the nature or location of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so has not had, or could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Organization, Good Standing and Qualification. It and each of its Subsidiaries is a corporation, partnership or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. It and each of its Subsidiaries has the corporate, limited liability company or partnership, as the case may be, power and authority to own and operate its properties and assets and, insofar as it is or shall be a party thereto, to (i) execute and deliver this Agreement and the Ancillary Agreements, (ii) to issue the Notes Convertible Note and the shares of Common Stock issuable upon conversion of the Notes Convertible Note (the “"Note Shares”"), (iii) to issue and grant the Warrants Option and the shares of Common Stock issuable upon exercise of the Option (the "Option Shares"), (iv) to issue the Warrant and the shares of Common Stock issuable upon conversion of the Warrants (the “"Warrant Shares”"), and to (ivv) carry out the provisions of this Agreement and the Ancillary Agreements and to carry on its business as presently conducted. It and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation, partnership or limited liability company, as the case may be, in all jurisdictions in which the nature or location of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so has not had, or could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Organization, Good Standing and Qualification. It and each of its Subsidiaries is a corporation, partnership or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. It and each of its Subsidiaries has the corporate, limited liability company or partnership, as the case may be, power and authority to own and operate its properties and assets and, insofar as it is or shall be a party thereto, to (i) execute and deliver this Agreement and the Ancillary Agreements, (ii) to issue and sell the Notes and the shares of Common Stock issuable upon conversion of the Notes Secured Convertible Term Note (the “Note Shares”), (iii) to issue and sell the Warrants and the shares of Common Stock issuable upon conversion exercise of the Warrants (the “Warrant Shares”), and to (iv) carry out the provisions of this Agreement and the Ancillary Agreements and to carry on its business as presently conducted. It and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation, partnership or limited liability company, as the case may be, in all jurisdictions in which the nature or location of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so has not had, or could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Organization, Good Standing and Qualification. It Each of the Company and each of its the Company Subsidiaries (a) is a corporation, partnership or limited liability company, as the case may be, duly organized, validly existing and in good standing or is subsisting (with respect to jurisdictions that recognize the concept of good standing or subsisting) under the laws Laws of its jurisdiction of organization. It and each of its Subsidiaries formation, (b) has the corporate, limited liability company requisite corporate or partnership, as the case may be, similar power and authority to own own, lease and operate its properties and assets and, insofar as it is or shall be a party thereto, to (i) execute and deliver this Agreement and the Ancillary Agreements, (ii) to issue the Notes and the shares of Common Stock issuable upon conversion of the Notes (the “Note Shares”), (iii) to issue the Warrants and the shares of Common Stock issuable upon conversion of the Warrants (the “Warrant Shares”), and to (iv) carry out the provisions of this Agreement and the Ancillary Agreements and to carry on its business as presently conducted. It , and each of its Subsidiaries (c) is duly qualified and is authorized to do business and is in good standing or subsisting (with respect to jurisdictions that recognize the concept of good standing or subsisting) as a foreign corporation, partnership or limited liability company, as the case may belegal entity, in all jurisdictions in which each jurisdiction where the nature ownership, leasing or location operation of its activities and assets or properties or the conduct of its properties (both owned and leased) makes business as presently conducted requires such qualification necessaryqualification, except for those jurisdictions in which each case where the failure of the Company or a Company Subsidiary, respectively, to do be so qualified, be in good standing as a foreign corporation or have such authority has not had, had or could would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company has made available to GX true, complete and correct copies of the organizational documents of the Company and the Company Subsidiaries, each as amended through the date of this Agreement, and each such document as so made available is in full force and effect on the date of this Agreement and none of the Company or the Company Subsidiaries is in material violation of their respective organizational documents.

Organization, Good Standing and Qualification. It Each of the Company and each of its Subsidiaries is a corporation, partnership or limited liability company, as the case may be, legal entity duly organized, validly existing and in good standing (with respect to jurisdictions that recognize the concept of good standing) under the laws Laws of the jurisdiction of its jurisdiction of organization. It organization and each of its Subsidiaries has the corporate, limited liability company all requisite corporate or partnership, as the case may be, similar power and authority to own own, lease and operate its properties and assets and, insofar as it is or shall be a party thereto, to (i) execute and deliver this Agreement and the Ancillary Agreements, (ii) to issue the Notes and the shares of Common Stock issuable upon conversion of the Notes (the “Note Shares”), (iii) to issue the Warrants and the shares of Common Stock issuable upon conversion of the Warrants (the “Warrant Shares”), and to (iv) carry out the provisions of this Agreement and the Ancillary Agreements and to carry on its business as presently conducted. It and each of its Subsidiaries is duly qualified conducted and is authorized qualified to do business and is in good standing (with respect to jurisdictions that recognize the concept of good standing) as a foreign corporationcorporation or other legal entity in each jurisdiction where the ownership, partnership leasing or limited liability companyoperation of its assets or properties or the conduct of its business requires such qualification, as except where the case may befailure to be so organized, validly existing, qualified, in all jurisdictions in which the nature good standing or location of its activities and of its properties (both owned and leased) makes to have such qualification necessarypower or authority, except for those jurisdictions in which failure to do so has not had, or could not reasonably be expected to haveis not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect.. The Company has made available to Parent complete and correct copies of the Company’s certificate of incorporation and bylaws and the certificates and bylaws or comparable organizational and governing documents of each of the Company’s Subsidiaries set forth on Section 5.1(a) of the Company Disclosure Letter (the “Material Subsidiaries”), each as amended to the date of this Agreement, and each as so made available is in full force and effect on the date of this Agreement. As used in this Agreement, the term:

Organization, Good Standing and Qualification. (i) It and each of its Eligible Subsidiaries is a corporation, partnership or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. It and each of its Eligible Subsidiaries has the corporate, limited liability company or partnership, as the case may be, power and authority to own and operate its properties and assets and, insofar as it is or shall be a party thereto, to (i) execute and deliver this Agreement and the Ancillary Agreements, (ii) to issue and sell the Notes and the shares of Common Stock issuable upon conversion of the Notes (the “Note Shares”)Note, (iii) to issue and sell the Warrants and the shares of Common Stock issuable upon conversion exercise of the Warrants (the “Warrant Shares”), and to (iv) carry out the provisions of this Agreement and the Ancillary Agreements and to carry on its business as presently conducted. It and each of its Eligible Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation, partnership or limited liability company, as the case may be, in all jurisdictions in which the nature or location of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so has not had, or could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Organization, Good Standing and Qualification. It and each of its Subsidiaries is a corporation, partnership or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. It and each of its Subsidiaries has the corporate, limited liability company or partnership, as the case may be, power and authority to own and operate its properties and assets and, insofar as it is or shall be a party thereto, to (i) execute and deliver this Agreement and the Ancillary Agreements, (ii) to issue the Notes and the shares of Common Stock issuable upon conversion of the Notes Minimum Borrowing Note (the “Note Shares”), (iii) to issue the Warrants and the shares of Common Stock issuable upon conversion of the Warrants (the “Warrant Shares”), and to (iv) carry out the provisions of this Agreement and the Ancillary Agreements and to carry on its business as presently conducted. It and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation, partnership or limited liability company, as the case may be, in all jurisdictions in which the nature or location of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so has not had, or could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Organization, Good Standing and Qualification. It and each of its Subsidiaries The Company is a corporation, partnership or limited liability company, as the case may be, corporation duly organized, validly existing and in good standing under the laws of its jurisdiction the Commonwealth of organizationPennsylvania. It and each of its Subsidiaries The Company has the corporate, limited liability company or partnership, as the case may be, corporate power and authority to own and operate its properties and assets and, insofar as it is or shall be a party theretoassets, to (i) execute and deliver this Agreement Agreement, and the Ancillary Note and the Warrant to be issued in connection with this Agreement, the Security Agreement relating to the Note dated as of the date hereof between the Company and the Purchaser (the “Security Agreement”), the Registration Rights Agreement relating to the Securities dated as of the date hereof between the Company and the Purchaser (the “Registration Rights Agreement”) and all other agreements referred to herein (as each of the same may be amended, modified and supplemented from time to time, collectively, the “Related Agreements”), (ii) to issue and sell the Notes Note and the shares of Common Stock issuable upon conversion of the Notes Note (the “Note Shares”), (iii) to issue and sell the Warrants Warrant and the shares of Common Stock issuable upon conversion of the Warrants (the “Warrant Shares”), and to (iv) carry out the provisions of this Agreement and the Ancillary Related Agreements and to carry on its business as presently conducted. It and each of its Subsidiaries The Company is duly qualified and is authorized to do business and is in good standing as a foreign corporation, partnership or limited liability company, as the case may be, corporation in all jurisdictions in which the nature or location of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so has would be reasonably expected not hadto have a material adverse effect on the Company, its Subsidiaries or could not reasonably be expected to havetheir assets, individually condition (financial or in the aggregateotherwise), business or results of operations, taken as a whole (a “Material Adverse Effect”).

Organization, Good Standing and Qualification. It (a) The Company is duly incorporated and each of its Subsidiaries is a corporation, partnership or limited liability company, validly exists as the case may be, duly organized, validly existing and in good standing an exempted company incorporated under the laws of its jurisdiction the Cayman Islands and has not been declared bankrupt, granted a suspension of organizationpayments or is otherwise subject to insolvency proceedings. It and each of its Subsidiaries The Company has the corporate, limited liability company or partnership, as the case may be, all requisite corporate power and authority to own and operate its properties and assets and, insofar as it is or shall be a party theretoassets, to (i) execute and deliver this Agreement and the Ancillary Transaction Agreements, (ii) to issue and sell the Notes and the shares of Common Stock issuable upon conversion of the Notes (the “Note Shares”), (iii) to issue the Warrants and the shares of Common Stock issuable upon conversion of the Warrants (the “Warrant Shares”), and to (iv) carry out the provisions of this Agreement and the Ancillary Transaction Agreements and to carry on its business as presently conducted and as presently proposed to be conducted. It Each of the Company’s Subsidiaries (as defined herein) is an entity duly incorporated or otherwise organized, validly existing and each in good standing (to the extent such concept exists in the relevant jurisdiction) under the Laws of the jurisdiction of its incorporation or organization, as applicable, and has all requisite power and authority to carry on its business to own and use its properties. Each of the Company and its Subsidiaries is duly qualified and is authorized to do business as a foreign entity and is in good standing as a foreign corporation, partnership or limited liability company, as (to the case may be, extent such concept exists in all jurisdictions the relevant jurisdiction) in each jurisdiction in which the nature or location conduct of its activities and business or its ownership or leasing of its properties (both owned and leased) property makes such qualification necessary, except for those jurisdictions in which to the extent any failure to do so qualify has not had, or could not reasonably be expected to havehad and would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Organization, Good Standing and Qualification. It and each of its Subsidiaries is a corporation, partnership or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. It and each of its Subsidiaries has the corporate, limited liability company or partnership, as the case may be, power and authority to own and operate its properties and assets and, insofar as it is or shall be a party thereto, to (i) execute and deliver this Agreement and the Ancillary Agreements, (ii) to issue and sell the Notes and the shares of Common Stock issuable upon conversion of the Notes Secured Convertible Term Note (the “"Note Shares”"), (iii) to issue and sale the Warrants and the shares of Common Stock issuable upon conversion exercise of the Warrants (the “"Warrant Shares”"), and to (ivv) carry out the provisions of this Agreement and the Ancillary Agreements and to carry on its business as presently conducted. It and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation, partnership or limited liability company, as the case may be, in all jurisdictions in which the nature or location of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so has not had, or could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Organization, Good Standing and Qualification. It and each of its Subsidiaries The Company is a corporation, partnership or limited liability company, as the case may be, corporation duly organized, validly existing and in good standing under the laws of its jurisdiction the State of organizationDelaware. It and each of its Subsidiaries The Company has the corporate, limited liability company or partnership, as the case may be, all requisite corporate power and authority to (a) own and operate its properties and assets andassets, insofar as it is or shall be a party thereto, to (ib) execute and deliver each of (i) this Agreement and the Ancillary AgreementsAgreement, (ii) to issue the Notes and Investor Rights Agreement being entered into concurrently by the shares of Common Stock issuable upon conversion of the Notes parties (the “Note SharesInvestor Rights Agreement”), (iii) to issue the Warrants Right of First Refusal and Co-Sale Agreement being entered into concurrently by the shares of Common Stock issuable upon conversion of the Warrants parties (the “Warrant SharesCo-Sale Agreement”), (iv) the Voting Agreement being entered into concurrently by the parties (the “Voting Agreement”), and to (ivv) the Marketing Agreement being entered into concurrently by the parties (the “Marketing Agreement” and collectively, the “Related Agreements”), (c) issue and sell the Shares and the Conversion Shares, (d) carry out the provisions of this Agreement Agreement, the Related Agreements and the Ancillary Agreements Certificate, and to (e) carry on its business as presently conducted and as presently proposed to be conducted. It and each of its Subsidiaries The Company is duly qualified and is authorized to do business and is in good standing as a foreign corporation, partnership or limited liability company, as the case may be, corporation in all jurisdictions in which the nature or location of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so has would not had, have a material adverse effect on the Company or could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effectits business.

Organization, Good Standing and Qualification. It and each of its ------------------------------------------------- Subsidiaries is a corporation, partnership or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. It and each of its Subsidiaries has the corporate, limited liability company or partnership, as the case may be, power and authority to own and operate its properties and assets and, insofar as it is or shall be a party thereto, to (i) execute and deliver this Agreement and the Ancillary Agreements, (ii) to issue and sell the Notes Notes, (iii) to issue and sell the 7% Preferred Stock and the shares of Common Stock issuable upon conversion of the Notes 7% Preferred Stock (the “Note "Preferred Conversion Shares”), (iii) to issue the Warrants and the shares of Common Stock issuable upon conversion of the Warrants (the “Warrant Shares”"), and to (iv) carry out the provisions of this ----------------------------- Agreement and the Ancillary Agreements and to carry on its business as presently conducted. It and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation, partnership or limited liability company, as the case may be, in all jurisdictions in which the nature or location of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so has not had, or could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Organization, Good Standing and Qualification. It and each of its Domestic Subsidiaries is a corporation, partnership or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. It and each of its Domestic Subsidiaries has the corporate, limited liability company or partnership, as the case may be, power and authority to own and operate its properties and assets and, insofar as it is or shall be a party thereto, to (i) execute and deliver this Agreement and the Ancillary Agreements, (ii) to issue and sell the Notes and the shares of Common Stock issuable upon conversion of the Secured Term Notes (the “Note Shares”), (iii) to issue and sell the Warrants and the shares of Common Stock issuable upon conversion exercise of the Warrants (the “Warrant Shares”), and to (iv) carry out the provisions of this Agreement and the Ancillary Agreements and to carry on its business as presently conducted. It and each of its Domestic Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation, partnership or limited liability company, as the case may be, in all jurisdictions in which the nature or location of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so has not had, or could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Organization, Good Standing and Qualification. It and each of its Subsidiaries (other than in respect of any Inactive Subsidiary) is a corporation, partnership or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. It and each of its Subsidiaries has the corporate, limited liability company or partnership, as the case may be, power and authority to own and operate its properties and assets and, insofar as it is or shall be a party thereto, to (i) execute and deliver this Agreement and the Ancillary Agreements, (ii) to issue the Notes and the shares of Common Stock issuable upon conversion of the Notes Secured Convertible Note (the “"Note Shares”"), (iii) to issue the Warrants and the shares of Common Stock issuable upon conversion exercise of the Warrants (the “"Warrant Shares”"), and to (iv) carry out the provisions of this Agreement and the Ancillary Agreements and to carry on its business as presently conducted. It and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation, partnership or limited liability company, as the case may be, in all jurisdictions in which the nature or location of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so has not had, or could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Organization, Good Standing and Qualification. It and each of its Subsidiaries is a corporation, partnership or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. It and each of its Subsidiaries has the corporate, partnership or limited liability company or partnershipcompany, as the case may be, power and authority to own and operate its properties and assets and, insofar as it is or shall be a party thereto, to (i) execute and deliver this Agreement and the Ancillary Agreements, (ii) to issue and sell the Notes and the shares of Common Stock issuable upon conversion of the Notes Secured Convertible Term Note (the “Note Shares”), (iii) to issue and sell the Warrants and the shares of Common Stock issuable upon conversion exercise of the Warrants (the “Warrant Shares”), and to (iv) to issue and sell the Grant Shares and (v) to carry out the provisions of this Agreement and the Ancillary Agreements and to carry on its business as presently conducted. It and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation, partnership or limited liability company, as the case may be, in all jurisdictions in which the nature or location of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so has not had, or could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Organization, Good Standing and Qualification. It and each of its Subsidiaries is a corporation, partnership or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. It and each of its Subsidiaries has the corporate, limited liability company or partnership, as the case may be, power and authority to own and operate its properties and assets and, insofar as it is or shall be a party thereto, to (i) execute and deliver this Agreement and the Ancillary Agreements, (ii) to issue the Notes and the shares of Common Stock issuable upon conversion of the Notes (the “Note Shares”), (iii) to issue the Warrants and the shares of Common Stock issuable upon conversion of the Warrants (the “Warrant Shares”), (iv) to issue the Options and the shares of Common Stock issuable upon conversion of the Options (the “Option Shares”)and to (ivv) carry out the provisions of this Agreement and the Ancillary Agreements and to carry on its business as presently conducted. It and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation, partnership or limited liability company, as the case may be, in all jurisdictions in which the nature or location of its activities and of its properties (both owned and leased) makes such qualification necessary, . 07/08/2005 13 except for those jurisdictions in which failure to do so has not had, or could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Organization, Good Standing and Qualification. It The Company and each of its Subsidiaries is a corporation, partnership or limited liability company, as the case may be, legal entity duly organized, validly existing and in good standing (with respect to jurisdictions that recognize the concept of good standing) under the laws Laws of the jurisdiction of its jurisdiction of organization. It organization and each of its Subsidiaries has the corporate, limited liability company all requisite corporate or partnership, as the case may be, similar power and authority to own own, lease and operate its properties and assets and, insofar as it is or shall be a party thereto, to (i) execute and deliver this Agreement and the Ancillary Agreements, (ii) to issue the Notes and the shares of Common Stock issuable upon conversion of the Notes (the “Note Shares”), (iii) to issue the Warrants and the shares of Common Stock issuable upon conversion of the Warrants (the “Warrant Shares”), and to (iv) carry out the provisions of this Agreement and the Ancillary Agreements and to carry on its business as presently conducted. It and each of its Subsidiaries is duly qualified conducted and is authorized qualified to do business and is in good standing (with respect to jurisdictions that recognize the concept of good standing) as a foreign corporationcorporation or other legal entity in each jurisdiction where the ownership, partnership leasing or limited liability companyoperation of its assets or properties or the conduct of its business requires such qualification, as the case may beexcept where any such failure to be so organized, existing, in all jurisdictions in which the nature good standing, qualified or location of its activities and of its properties (both owned and leased) makes to have such qualification necessarypower or authority, except for those jurisdictions in which failure to do so has not had, or could would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company has publicly filed with the SEC or otherwise made available to Parent complete and correct copies of the certificates of incorporation and bylaws or comparable organizational and governing documents of each of the Company and its “significant subsidiaries” (as such term is defined in Section 1–02 of Regulation S–X under the Exchange Act), each as amended to the date of this Agreement, and each as so made available is in full force and effect on the date of this Agreement and neither the Company nor any of its “significant subsidiaries” are in violation of any provision of such documents. Section 5.1(a) of the Company Disclosure Letter sets forth a complete and correct list, as of the date hereof, of each Subsidiary of the Company and its place and form of organization.

Organization, Good Standing and Qualification. It Each of the Company and each of its Subsidiaries (as defined below) is a corporation, partnership corporation or limited liability company, as the case may be, other entity duly organized, validly existing and in good standing under the laws of its the jurisdiction of organization. It and each of its Subsidiaries has the corporate, limited liability company incorporation or partnershipformation, as the case may be, and has all requisite corporate or other power and authority to own own, lease and operate its properties and assets and, insofar as it is or shall be a party thereto, to (i) execute and deliver this Agreement and the Ancillary Agreements, (ii) to issue the Notes and the shares of Common Stock issuable upon conversion of the Notes (the “Note Shares”), (iii) to issue the Warrants and the shares of Common Stock issuable upon conversion of the Warrants (the “Warrant Shares”), and to (iv) carry out the provisions of this Agreement and the Ancillary Agreements and to carry on its business as presently currently conducted. It Each of the Company and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation, partnership corporation or limited liability company, as the case may be, other entity in all jurisdictions in which the nature character or location of its activities and of its the properties (both owned and leased) or operated by it makes such qualification necessary, except for those jurisdictions in which where the failure to do be so has not had, qualified or could not reasonably be expected to haveauthorized would not, individually or in the aggregate, have a material adverse effect on the business, operations, properties, assets, liabilities, financial condition or results of operations of the Company and its Subsidiaries, taken as a whole, or on the ability of the parties hereto to perform their respective obligations under this Agreement and the Stockholders Agreement and to consummate the transactions contemplated hereby and thereby (a "Material Adverse Effect"). The Company has provided to the Purchasers a complete and correct copy of its Restated Certificate of Incorporation, as in effect on the date hereof (the "Restated Certificate"), and of its Bylaws, as amended through the date hereof (the "Bylaws").

Organization, Good Standing and Qualification. It and each of its Subsidiaries is a corporation, partnership or limited liability company, as the case may be, corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. It and each of its Subsidiaries has the corporate, limited liability company or partnership, as the case may be, power and authority to own and operate its properties and assets and, insofar as it is or shall be a party thereto, to (i) execute and deliver this Agreement and the Ancillary Agreements, (ii) to issue and sell the Notes and the shares of Common Stock issuable upon conversion of the Notes (the “Note Shares”)Notes, (iii) to issue and sell the Warrants and the shares of Common Stock issuable upon conversion exercise of the Warrants (the “Warrant Shares”), and to (iv) to carry out the provisions of this Agreement and the Ancillary Agreements and to carry on its business as presently conducted. The Parent has the power and the authority to issue and sell the Closing Shares. It and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation, partnership or limited liability company, as the case may be, in all jurisdictions in which the nature or location of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so has not had, or could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Organization, Good Standing and Qualification. It and each of its Subsidiaries The Company is a corporation, partnership or limited liability company, as the case may be, corporation duly organized, validly existing and in good standing under the laws of its jurisdiction the State of organizationDelaware. It and each of its Subsidiaries The Company has the corporate, limited liability company or partnership, as the case may be, all requisite corporate power and authority to own and operate its properties and assets and, insofar as it is or shall be a party theretoassets, to (i) execute and deliver this Agreement and the Ancillary AgreementsThird Amended and Restated Stockholders Agreement as amended by the First Amendment and the Second Amendment thereto, each of which is attached hereto as Exhibit C (ii) collectively, the "Stockholders Agreement"), to --------- ---------------------- issue and sell the Notes Shares and the shares of common stock, par value $0.001 per share, of the Company (the "Common Stock Stock") issuable upon conversion of the Notes ------------ Shares (the “Note "Conversion Shares”"), (iii) to issue the Warrants and the shares of Common Stock issuable upon conversion of the Warrants (the “Warrant Shares”), and to (iv) carry out the other provisions of this ----------------- Agreement and the Ancillary Agreements Stockholders Agreement and the transactions contemplated hereby and thereby, and to carry on its business as presently conducted and as presently proposed to be conducted. It and each of its Subsidiaries The Company is duly qualified and is authorized to do transact business and is in good standing as a foreign corporation, partnership or limited liability company, as the case may be, in all jurisdictions each jurisdiction in which the nature or location of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so has not hadqualify could have a material adverse effect on the business, properties, operations, earnings, assets or could not reasonably be expected to haveliabilities, individually condition (financial or in otherwise) (collectively, the aggregate, a Material Adverse Effect."Condition") of the Company. ---------

Organization, Good Standing and Qualification. It The Company and each of its Subsidiaries is a corporation, partnership or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. It The Company and each of its Subsidiaries has the corporate, limited liability company or partnership, as the case may be, power and authority to own and operate its properties and assets and, insofar as it is or shall be a party thereto, to (i) execute and deliver this Agreement and the Ancillary Agreements, (ii) to issue the Notes and the shares of Common Stock issuable upon conversion of the Notes (the “"Note Shares”"), (iii) to issue the Warrants and the shares of Common Stock issuable upon conversion of the Warrants (the “"Warrant Shares”"), and to (iv) carry out the provisions of this Agreement and the Ancillary Agreements and to carry on its business as presently conducted. It The Company and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation, partnership or limited liability company, as the case may be, in all jurisdictions in which the nature or location of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so has not had, or could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Organization, Good Standing and Qualification. It and each of its Subsidiaries is a corporation, partnership or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. It and each of its Subsidiaries has the corporate, limited liability company or partnership, as the case may be, power and authority to own and operate its properties and assets and, insofar as it is or shall be a party thereto, to (i) execute and deliver this Agreement and the Ancillary Agreements, (ii) to issue the Notes and the shares of Common Stock issuable upon conversion of the Notes Minimum Borrowing Note (the “Note Shares”), (iii) to issue the Warrants and the shares of Common Stock issuable upon conversion exercise of the Warrants (the “Warrant Shares”), and to (iv) carry out the provisions of this Agreement and the Ancillary Agreements and to carry on its business as presently conducted. It and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation, partnership or limited liability company, as the case may be, in all jurisdictions in which the nature or location of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so has not had, or could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Organization, Good Standing and Qualification. It and each of its Subsidiaries is a corporation, partnership or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. It and each of its Subsidiaries has the corporate, limited liability company or partnership, as the case may be, power and authority to own and operate its properties and assets and, insofar as it is or shall be a party thereto, to (i) execute and deliver this Agreement and the Ancillary Agreements, (ii) to issue the Notes and the shares of Common Stock issuable upon conversion of the Notes (the “Note Shares”), (iii) to issue and sell the Option and the shares of Common Stock issuable upon conversion of the Option (the “Option Shares”), (iv) to issue the Warrants and the shares of Common Stock issuable upon conversion of the Warrants (the “Warrant Shares”), and to (ivv) carry out the provisions of this Agreement and the Ancillary Agreements and to carry on its business as presently conducted. It and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation, partnership or limited liability company, as the case may be, in all jurisdictions in which the nature or location of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so has not had, or could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Organization, Good Standing and Qualification. It The Company is a corporation duly incorporated, validly existing and each in good standing under the laws of the State of Minnesota with the requisite corporate power and authority to own and use its properties and assets and to carry on its business as currently conducted. The Company has no subsidiaries other than as set forth in the Schedule of Exceptions (collectively the "Subsidiaries"). Each of the Subsidiaries is a corporation, partnership or limited liability company, as the case may bean entity, duly organized, validly existing and in good standing under the laws of its the jurisdiction of organization. It and each of its Subsidiaries has incorporation or organization (as applicable), with the corporate, requisite corporate or limited liability company or partnership, (as the case may be, ) power and authority to own and operate use its properties and assets and, insofar as it is or shall be a party thereto, to (i) execute and deliver this Agreement and the Ancillary Agreements, (ii) to issue the Notes and the shares of Common Stock issuable upon conversion of the Notes (the “Note Shares”), (iii) to issue the Warrants and the shares of Common Stock issuable upon conversion of the Warrants (the “Warrant Shares”), and to (iv) carry out the provisions of this Agreement and the Ancillary Agreements and to carry on its business as presently currently conducted. It Each of the Company and each of its the Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporationorganization in each jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary, partnership except where the failure to be so qualified or limited liability companyin good standing, as the case may be, in all jurisdictions in which the nature or location of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so has not had, or could not be reasonably be expected to haveto, individually or in the aggregate, (x) adversely affect the legality, validity or enforceability of the Stock or any of the Transaction Documents, (y) have or result in a material adverse effect on the results of operations, assets, prospects or condition (financial or otherwise) of the Company and the Subsidiaries, taken as a whole, or (z) adversely impair the Company's ability to perform fully on a timely basis its obligations under any of the Transaction Documents (any of (x), (y) or (z), a "Material Adverse Effect").

Organization, Good Standing and Qualification. It The Borrower --------------------------------------------- and each of its Subsidiaries subsidiaries is a corporation, partnership or limited liability company, as the case may be, corporation duly organized, validly existing and in good standing under the laws of their respective states of incorporation. The Borrower has all requisite corporate power and authority to own and operate its jurisdiction of organization. It properties and assets, to execute and deliver each of the Loan Documents, to issue the Note and the shares of Common Stock issuable upon conversion of the Note and to carry out the provisions of each of the Loan Documents and to carry on its Subsidiaries business as presently conducted and as presently proposed to be conducted. Each of the Borrower's subsidiaries has the corporate, limited liability company or partnership, as the case may be, all requisite corporate power and authority to own and operate its properties and assets and, insofar as it is or shall be a party thereto, to (i) execute and deliver this Agreement and the Ancillary Agreements, (ii) to issue the Notes and the shares of Common Stock issuable upon conversion of the Notes (the “Note Shares”), (iii) to issue the Warrants and the shares of Common Stock issuable upon conversion of the Warrants (the “Warrant Shares”), and to (iv) carry out the provisions of this Agreement and the Ancillary Agreements and to carry on its business as presently conducted and as presently proposed to be conducted. It The Borrower and each of its Subsidiaries subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation, partnership or limited liability company, as the case may be, corporation in all jurisdictions in which the nature or location of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so has not had, or could not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, properties, assets, condition (financial or otherwise), or operations of the Borrower (a "Material Adverse ---------------- Effect."). ------

Organization, Good Standing and Qualification. It and each of its Subsidiaries is a corporation, partnership or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. It and each of its Subsidiaries has the corporate, limited liability company or partnership, as the case may be, power and authority to own and operate its properties and assets and, insofar as it is or shall be a party thereto, to (i) execute and deliver this Agreement and the Ancillary Agreements, (ii) to issue and sell the Notes and the shares of Common Stock issuable upon conversion of the Notes (the “Note Shares”), (iii) to issue and sale the Warrants and the shares of Common Stock issuable upon conversion of the Warrants (the “Warrant Shares”), (iv) to issue and grant the Options and the shares of Common Stock issuable upon conversion of the Options (the “Option Shares”) and to (ivv) carry out the provisions of this Agreement and the Ancillary Agreements and to carry on its business as presently conducted. It and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation, partnership or limited liability company, as the case may be, in all jurisdictions in which the nature or location of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so has not had, or could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Organization, Good Standing and Qualification. It and each of its Subsidiaries is a corporation, partnership or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. It and each of its Subsidiaries has the corporate, limited liability company or partnership, as the case may be, power and authority to own and operate its properties and assets and, insofar as it is or shall be a party thereto, to (i) execute and deliver this Agreement and the Ancillary Agreements, (ii) to issue the Notes and the shares of Common Stock issuable upon conversion of the Notes (the “Note Shares”"NOTE SHARES"), (iii) to issue the Warrants and the shares of Common Stock issuable upon conversion of the Warrants (the “Warrant Shares”"WARRANT SHARES"), and to (iv) carry out the provisions of this Agreement and the Ancillary Agreements and to carry on its business as presently conducted. It and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation, partnership or limited liability company, as the case may be, in all jurisdictions in which the nature or location of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so has not had, or could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Organization, Good Standing and Qualification. It and each of its Subsidiaries (other than in respect of any Inactive Subsidiary) is a corporation, partnership or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. It and each of its Subsidiaries has the corporate, limited liability company or partnership, as the case may be, power and authority to own and operate its properties and assets and, insofar as it is or shall be a party thereto, to (i) execute and deliver this Agreement and the Ancillary Agreements, (ii) to issue the Notes and the shares of Common Stock issuable upon conversion of the Notes (the “"Note Shares”"), (iii) to issue the Warrants and the shares of Common Stock issuable upon conversion of the Warrants (the “"Warrant Shares”"), and to (iv) carry out the provisions of this Agreement and the Ancillary Agreements and to carry on its business as presently conducted. It and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation, partnership or limited liability company, as the case may be, in all jurisdictions in which the nature or location of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so has not had, or could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Organization, Good Standing and Qualification. It Each of the Company and each of its Subsidiaries the Subsidiary (a) is a corporation, partnership or limited liability company, as the case may be, corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. It incorporation; and each of its Subsidiaries (b) has the corporate, limited liability company or partnership, as the case may be, corporate power and authority to own and operate its properties and assets and, insofar as it is or shall be a party theretoassets, to (i) execute and deliver this Agreement Agreement, and the Ancillary Note and the Warrant to be issued in connection with this Agreement, the Security Agreement relating to the Note dated as of December , 2003 between the Borrower and the Purchaser the Registration Rights Agreement relating to the Securities dated as of December , 2003 (the “Registration Rights Agreement”) between the Company and the Purchaser and all other agreements referred to herein (collectively, the “Related Agreements”), (ii) to issue and sell the Notes Note and the shares of Common Stock issuable upon conversion of the Notes Note (the “Note Shares”), (iii) to issue and sell the Warrants Warrant and the shares of Common Stock issuable upon conversion of the Warrants (the “Warrant Shares”), and to (iv) carry out the provisions of this Agreement and the Ancillary Related Agreements and to carry on its business as presently conducted. It Each of the Company and each of its Subsidiaries the Subsidiary is duly qualified and is authorized to do business and is in good standing as a foreign corporation, partnership or limited liability company, as the case may be, corporation in all jurisdictions in which the nature or location of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so has would not had, have a material adverse effect on the Company or could not reasonably be expected to have, individually the subsidiary or in the aggregate, a Material Adverse Effecttheir respective businesses.

Organization, Good Standing and Qualification. It and each of its Subsidiaries is a corporation, partnership or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. It and each of its Subsidiaries has the corporate, limited liability company or partnership, as the case may be, power and authority to own and operate its properties and assets and, insofar as it is or shall be a party thereto, to (i) execute and deliver this Agreement and the Ancillary Agreements, (ii) to issue the Notes and the shares of Common Stock issuable upon conversion of the Notes (the “"Note Shares”"), (iii) to issue the Warrants and the shares of Common Stock issuable upon conversion of the Warrants (the “"Warrant Shares”"), and to (iv) carry out the provisions of this Agreement and the Ancillary Agreements and to carry on its business as presently conducted. It and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation, partnership or limited liability company, as the case may be, in all jurisdictions in which the nature or location of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so has not had, or could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Organization, Good Standing and Qualification. It Each of the Company and each of its Subsidiaries is a corporation, partnership or limited liability company, as the case may be, legal entity duly organized, validly existing and and, to the extent such concept is applicable, in good standing under the laws Laws of its respective jurisdiction of organization. It organization and each of its Subsidiaries has the corporate, limited liability company all requisite corporate or partnership, as the case may be, similar power and authority to own own, lease and operate its properties properties, rights and assets and, insofar as it is or shall be a party thereto, to (i) execute and deliver this Agreement and the Ancillary Agreements, (ii) to issue the Notes and the shares of Common Stock issuable upon conversion of the Notes (the “Note Shares”), (iii) to issue the Warrants and the shares of Common Stock issuable upon conversion of the Warrants (the “Warrant Shares”), and to (iv) carry out the provisions of this Agreement and the Ancillary Agreements and to carry on its business as presently conducted. It and each of its Subsidiaries is duly qualified conducted and is authorized qualified to do business and and, to the extent such concept is applicable, is in good standing as a foreign corporationcorporation or other legal entity in each jurisdiction where the ownership, partnership leasing or limited liability companyoperation of its assets or properties or conduct of its business requires such qualification, as except where the case may befailure to be so organized, existing, qualified or, to the extent such concept is applicable, in all jurisdictions in which the nature or location of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so has not hadgood standing, or could not reasonably be expected to havehave such power or authority, would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse EffectEffect or to prevent or materially delay or impair the consummation of the Merger and the other transactions contemplated by this Agreement. The Company has made available to Parent prior to the date hereof complete and correct copies of the certificates of incorporation and bylaws or comparable governing documents, each as amended, restated or amended and restated to the date hereof, of the Company and each of its Significant Subsidiaries, and each as so delivered is in full force and effect.

Organization, Good Standing and Qualification. It (a) The Company is duly incorporated and each of its Subsidiaries is a corporation, partnership or limited liability company, validly exists as the case may be, duly organized, validly existing and in good standing an exempted company incorporated under the laws of its jurisdiction the Cayman Islands and has not been declared bankrupt, granted a suspension of organizationpayments or is otherwise subject to insolvency proceedings. It and each of its Subsidiaries The Company has the corporate, limited liability company or partnership, as the case may be, all requisite corporate power and authority to own and operate its properties and assets and, insofar as it is or shall be a party theretoassets, to (i) execute and deliver this Agreement and the Ancillary Transaction Agreements, (ii) to issue and sell the Notes and the shares of Common Stock issuable upon conversion of the Notes (the “Note Shares”), (iii) to issue the Warrants and the shares of Common Stock issuable upon conversion of the Warrants (the “Warrant Shares”), and to (iv) carry out the provisions of this Agreement and the Ancillary Transaction Agreements and to carry on its business as presently conducted and as presently proposed to be conducted. It Each of the Company’s Subsidiaries (as defined herein) is an entity duly incorporated or otherwise organized, validly existing and each in good standing (to the extent such concept exists in the relevant jurisdiction) under the Laws of the jurisdiction of its incorporation or organization, as applicable, and has all requisite power and authority to carry on its business to own and use its properties. Each of the Company and its Subsidiaries is duly qualified and is authorized to do business as a foreign entity and is in good standing as a foreign corporation, partnership or limited liability company, as (to the case may be, extent such concept exists in all jurisdictions the relevant jurisdiction) in each jurisdiction in which the nature or location conduct of its activities and business or its ownership or leasing of its properties (both owned and leased) property makes such qualification necessary, except for those jurisdictions in which to the extent any failure to do so qualify has not had, or could had and would not reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect.

Organization, Good Standing and Qualification. It and each of its Subsidiaries is a corporation, partnership or limited liability company, as the case may be, corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. It and each of its Subsidiaries has the corporate, limited liability company or partnership, as the case may be, corporate power and authority to own and operate its properties and assets and, insofar as it is or shall be a party thereto, to (i) execute and deliver this Agreement and the Ancillary Agreements, (ii) to issue the Notes and the shares of Common Stock issuable upon conversion of the Notes (the “Note Shares”), (iii) to issue the Warrants and the shares of Common Stock issuable upon conversion of the Warrants (the “Warrant Shares”), and to (iv) carry out the provisions of this Agreement and the Ancillary Agreements and to carry on its business as presently conducted. It and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation, partnership or limited liability company, as the case may be, corporation in all jurisdictions in which the nature or location of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so has not had, or could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Organization, Good Standing and Qualification. It Each of the Purchaser and each of its Subsidiaries is a corporation, partnership or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. It Each of the Purchaser and each of its Subsidiaries has the corporate, limited liability company or partnership, as the case may be, power and authority to own and operate its properties and assets and, insofar as it is or shall be a party thereto, to (i1) execute and deliver (i) this Agreement Agreement, and the Ancillary Agreements, (ii) the transfer of 100% equity interest of Minatura Nevada Corp. to issue the Notes and the shares of Common Stock issuable upon conversion be issued in connection with this Agreement. Each of the Notes (the “Note Shares”), (iii) to issue the Warrants and the shares of Common Stock issuable upon conversion of the Warrants (the “Warrant Shares”), and to (iv) carry out the provisions of this Agreement and the Ancillary Agreements and to carry on its business as presently conducted. It Company and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation, partnership or limited liability company, as the case may be, in all jurisdictions in which the nature or location of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so has not hadnot, or could not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, condition (financial or otherwise), properties, operations or prospects of the Company and its Subsidiaries, taken individually and as a whole (a “Material Adverse Effect”).

Organization, Good Standing and Qualification. It Each of the Company and each of its Subsidiaries (as defined below) is a corporation, partnership corporation or limited liability company, as the case may be, other entity duly organized, validly existing and in good standing under the laws of its the jurisdiction of organization. It and each of its Subsidiaries has the corporate, limited liability company incorporation or partnershipformation, as the case may be, and has all requisite power and authority to own own, lease and operate its properties and assets and, insofar as it is or shall be a party thereto, to (i) execute and deliver this Agreement and the Ancillary Agreements, (ii) to issue the Notes and the shares of Common Stock issuable upon conversion of the Notes (the “Note Shares”), (iii) to issue the Warrants and the shares of Common Stock issuable upon conversion of the Warrants (the “Warrant Shares”), and to (iv) carry out the provisions of this Agreement and the Ancillary Agreements and to carry on its business as presently currently conducted. It The Company has all requisite corporate power and each authority to execute and deliver this Agreement, the Notes and the Securityholders Agreement in the form of Exhibit B attached hereto (the "SECURITYHOLDERS AGREEMENT"), to consummate the transactions contemplated hereby and thereby and to perform its obligations hereunder and thereunder. Each of the Company and its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation, partnership corporation or limited liability company, as the case may be, other entity in all jurisdictions in which the nature character or location of its activities and of its the properties (both owned and leased) or operated by it makes such qualification necessary, except for those jurisdictions in such failures which failure to do so has would not had, or could not reasonably be expected to have, individually or result in the aggregate, a Material Adverse Effect.. The Company has provided to the Purchasers a complete and correct copy of the Restated Certificate (as defined herein) and the Bylaws (as defined herein), attached hereto as Exhibit C.

Organization, Good Standing and Qualification. It Each of the Company and each of its Subsidiaries is a corporation, partnership or limited liability company, as the case may be, corporation duly organized, validly existing and in good standing under the laws of its the jurisdiction of organization. It under which it is incorporated, and each of its Subsidiaries has the corporate, limited liability company or partnership, as the case may be, all requisite corporate power and authority to own conduct its business as currently conducted and operate to execute, deliver and perform all of its properties and assets and, insofar as it is or shall be a party thereto, to (i) execute and deliver obligations under this Agreement and to consummate the Ancillary Agreementstransactions contemplated hereby, (ii) to issue including, without limitation, the Notes issuance and the shares of Common Stock issuable upon conversion sale of the Notes Shares (the “Note SharesContemplated Transactions”), (iii) to issue the Warrants and the shares of Common Stock issuable upon conversion . Each of the Warrants (the “Warrant Shares”), Company and to (iv) carry out the provisions of this Agreement and the Ancillary Agreements and to carry on its business as presently conducted. It and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation, partnership or limited liability company, as the case may be, corporation in all jurisdictions in which the nature or location of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which each jurisdiction where failure to do be so has not had, or qualified could not reasonably be expected to havehave a Material Adverse Effect. Neither the Company nor any Subsidiary is in violation or default of any of the provisions of its certificate or articles of incorporation, bylaws or other organizational or charter documents. As used in this Agreement, “Material Adverse Effect” means any event or collection of events which individually or in the aggregateaggregate would reasonably be expected to have a material adverse effect on the business, properties, assets, operations, results of operations, condition (financial or otherwise) or prospects of the Company and the Subsidiaries, taken as a whole, or on the authority or ability of the Company to perform fully its obligations under this Agreement; provided, however, that for purposes of this Agreement, “Material Adverse Effect” shall not include any effect attributable solely to changes in the trading prices for the Common Stock.

Organization, Good Standing and Qualification. It and each of its Subsidiaries is a corporation, partnership or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. It and each of its Subsidiaries has the corporate, limited liability company or partnership, as the case may be, power and authority to own and operate its properties and assets and, insofar as it is or shall be a party thereto, to (i) execute and deliver this Agreement and the Ancillary Agreements, (ii) to issue the Notes and the shares of Common Stock issuable upon conversion of the Notes (the “Note Shares”), (iii) to issue the Warrants and the shares of Common Stock issuable upon conversion of the Warrants (the “Warrant Shares”), and to (iv) carry out the provisions of this Agreement and the Ancillary Agreements and to carry on its business as presently conducted. It and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation, partnership or limited liability company, as the case may be, in all jurisdictions in which the nature or location of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which the failure to do so has not had, or could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Organization, Good Standing and Qualification. It and each of its Subsidiaries is a corporation, partnership or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. It and each of its Subsidiaries has the corporate, limited liability company or partnership, as the case may be, power and authority to own and operate its properties and assets and, insofar as it is or shall be a party thereto, to (i) execute and deliver this Agreement and the Ancillary Agreements, (ii) to issue the Notes and the shares of Common Stock issuable upon conversion of the Convertible Notes (the “Note Shares”), (iii) to issue and grant the Options and the shares of Common Stock issuable upon exercise of the Options (the “Option Shares”), (iv) to issue the Warrants and the shares of Common Stock issuable upon conversion exercise of the Warrants (the “Warrant Shares”), and to (ivv) carry out the provisions of this Agreement and the Ancillary Agreements and to carry on its business as presently conducted. It and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation, partnership or limited liability company, as the case may be, in all jurisdictions in which the nature or location of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so has not had, or could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Organization, Good Standing and Qualification. It and each of its Subsidiaries is a corporation, partnership or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. It and each of its Subsidiaries has the corporate, limited liability company or partnership, as the case may be, power and authority to own and operate its properties and assets and, insofar as it is or shall be a party thereto, to (i) execute and deliver this Agreement and the Ancillary Agreements, (ii) to issue the Notes and the shares of Common Stock issuable upon conversion of the Notes (the “"Note Shares”"), (iii) to issue the Warrants Option and the shares of Common Stock issuable upon conversion of the Warrants Option (the “Warrant "Option Shares”"), (iv) to issue the Shares and to (ivv) carry out the provisions of this Agreement and the Ancillary Agreements and to carry on its business as presently conducted. It and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation, partnership or limited liability company, as the case may be, in all jurisdictions in which the nature or location of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so has not had, or could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Organization, Good Standing and Qualification. It and each of its Subsidiaries is a corporation, partnership or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. It and each of its Subsidiaries has the corporate, limited liability company or partnership, as the case may be, power and authority to own and operate its properties and assets and, insofar as it is or shall be a party thereto, to (i) execute and deliver this Agreement and the Ancillary Agreements, (ii) to issue and sell the Notes and the shares of Common Stock issuable upon conversion of the Notes Secured Convertible Term Note (the “Note Shares”), (iii) to issue and sell the Warrants and the shares of Common Stock issuable upon conversion exercise of the Warrants (the “Warrant Shares”), and to (iv) carry out the provisions of this Agreement and the Ancillary Agreements and to carry on its business as presently conducted. It and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation, partnership or limited liability company, as the case may be, in all jurisdictions in which the nature or location of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so has not had, or could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.. Security and Purchase Agreement

Organization, Good Standing and Qualification. It and each of its Subsidiaries is a corporation, partnership or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. It and each of its Subsidiaries has the corporate, limited liability company or partnership, as the case may be, power and authority to own and operate its properties and assets and, insofar as it is or shall be a party thereto, to (i) execute and deliver this Agreement and the Ancillary Agreements, (ii) to issue the Notes and the shares of Common Stock issuable upon conversion of the Notes (the “Note Shares”), (iii) to issue the Warrants and the shares of Common Stock issuable upon conversion of the Warrants (the “Warrant Shares”), (iv) to issue and sell the Grant Shares, and to (ivv) carry out the provisions of this Agreement and the Ancillary Agreements and to carry on its business as presently conducted. It and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation, partnership or limited liability company, as the case may be, in all jurisdictions in which the nature or location of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so has not had, or could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Organization, Good Standing and Qualification. It The Company and each of its Subsidiaries is a corporation, partnership or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. It The Company and each of its Subsidiaries has the corporate, limited liability company or partnership, as the case may be, power and authority to own and operate its properties and assets and, insofar as it is or shall be a party thereto, to (i) execute and deliver this Agreement and the Ancillary Agreements, (ii) to issue the Notes and the shares of Common Stock issuable upon conversion of the Notes Minimum Borrowing Note and the Secured Convertible Term Note (the “"Note Shares”"), (iii) to issue the Warrants and the shares of Common Stock issuable upon conversion of the Warrants (the “"Warrant Shares”"), and to (iv) carry out the provisions of this Agreement and the Ancillary Agreements and to carry on its business as presently conducted. It The Company and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation, partnership or limited liability company, as the case may be, in all jurisdictions in which the nature or location of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so has not had, or could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.