5% Uses in Corporate Proceedings Clause

Corporate Proceedings from Underwriting Agreement

The undersigned, Taliera Corporation, a Delaware corporation ("Company"), hereby confirms its agreement with Morgan Joseph & Co. Inc. (being referred to herein variously as "you," "MJ" or the "Representative") and with the other underwriters named on Schedule I hereto for which MJ is acting as Representative (the Representative and the other Underwriters being collectively called the "Underwriters" or, individually, an "Underwriter") as follows:

Corporate Proceedings. All corporate proceedings and other legal matters necessary to carry out the provisions of this Agreement and the transactions contemplated hereby shall have been done to the reasonable satisfaction to counsel for the Underwriters.

Corporate Proceedings from Underwriting Agreement

The undersigned, Taliera Corporation, a Delaware corporation ("Company"), hereby confirms its agreement with Morgan Joseph & Co. Inc. (being referred to herein variously as "you," "MJ" or the "Representative") and with the other underwriters named on Schedule I hereto for which MJ is acting as Representative (the Representative and the other Underwriters being collectively called the "Underwriters" or, individually, an "Underwriter") as follows:

Corporate Proceedings. All corporate proceedings and other legal matters necessary to carry out the provisions of this Agreement and the transactions contemplated hereby shall have been done to the reasonable satisfaction to counsel for the Underwriters.