Common use of Good Standing Clause in Contracts

Good Standing. The Company has been duly organized and is validly existing as a corporation and is in good standing under the laws of the State of Delaware as of the date hereof, and is duly qualified to do business and is in good standing in each other jurisdiction in which its ownership or lease of property or the conduct of business requires such qualification, except where the failure to qualify, singularly or in the aggregate, would not have or reasonably be expected to result in a Material Adverse Change.

Good Standing. The Company has been duly organized and organized, is validly existing as a corporation and is in good standing under the laws of the State of Delaware as of the date hereof, and is duly qualified to do business and is in good standing as a foreign corporation in each other jurisdiction in which its ownership or lease of property or the conduct of business requires such qualification, except where the failure to qualify, singularly or in the aggregate, qualify would not have or reasonably be expected to result in a Material Adverse Changematerial adverse effect on the Company.

Good Standing. The Company has been duly organized incorporated and is validly existing as a corporation and is in good standing under the laws of the State of Delaware as of the date hereof, and is duly qualified to do business and is in good standing in each other jurisdiction in which its ownership or lease of property or the conduct of business requires such qualification, except where the failure to qualify, singularly or in the aggregate, would not have or reasonably be expected to result in a Material Adverse Change.

Good Standing. The Company has been duly organized and is validly existing as a corporation and is in good standing under the laws of the State of Delaware as of the date hereof, and is duly qualified to do business and is in good standing in each other jurisdiction in which its ownership or lease of property or the conduct of business requires such qualification, except where the failure to qualify, singularly or in the aggregate, qualify would not have a material adverse effect on the assets, business or reasonably be expected to result in a Material Adverse Changeoperations of the Company.

Good Standing. The Company has been duly organized incorporated and is validly existing as a corporation and is in good standing under the laws of the State of Delaware as of the date hereof, and is duly qualified to do business and is in good standing in each other jurisdiction in which its ownership or lease of property or the conduct of business requires such qualification, except where the failure to qualifybe so qualified or in good standing, singularly or in the aggregate, would not have or reasonably be expected to result in a Material Adverse Change.

Good Standing. The Company has been duly organized incorporated and is validly existing as a corporation and is in good standing under the laws of the State of Delaware as of the date hereof, and is duly qualified to do business and is in good standing as a foreign corporation in each other jurisdiction in which its ownership or lease of property or the conduct of business requires such qualification, except where the failure to qualifybe so qualified or in good standing, singularly or in the aggregate, would not have or reasonably be expected to result in a Material Adverse Change.

Good Standing. The Company has been duly organized and is validly existing as a Delaware corporation and is in good standing under the laws of the State of Delaware as of the date hereof, and is duly qualified to do business and is in good standing in each other jurisdiction in which its ownership or lease of property or the conduct of business requires such qualification, except where the failure to qualify, singularly or in the aggregate, qualify would not have a material adverse effect on the assets, business or reasonably be expected to result in a Material Adverse Changeoperations of the Company.

Good Standing. The Company has been duly organized and is validly existing as a corporation and is in good standing under the laws of the State of Delaware as of the date hereof, and is duly qualified to do business and is in good standing in each other jurisdiction in which its ownership or lease of property or the conduct of business requires such qualification, except where the failure to qualify, singularly or in the aggregate, qualify would not have or reasonably be expected to result in a Material Adverse ChangeEffect on the assets, business or operations of the Company.

Good Standing. The Company has been duly organized and is validly existing as a corporation and is in good standing under the laws of the State of Delaware as of the date hereof, and is duly qualified to do business and is in good standing in each other jurisdiction in which its ownership or lease of property or the conduct of business requires such qualification, except where the failure to qualifybe so qualified, singularly or in the aggregate, would not have or reasonably be expected to result in a Material Adverse Change.

Good Standing. The Company has been duly organized and is validly existing as a corporation and is in good standing under the laws of the State of Delaware as of the date hereof, and is duly qualified to do business and is in good standing in each other jurisdiction in which its ownership or lease of property or the conduct of business requires such qualification, except where the failure to qualify, singularly or in the aggregate, qualify would not have or reasonably be expected to result in a Material Adverse ChangeEffect (as defined in Section 2.20).

Good Standing. The Company has been duly organized incorporated and is validly existing as a corporation and is in good standing under the laws of the State state of Delaware as of the date hereof, and is duly qualified to do business and is in good standing in each other jurisdiction in which its ownership or lease of property or the conduct of business requires such qualification, except where the failure to qualify, singularly or in the aggregate, would not have or reasonably be expected to result in a Material Adverse Change.

Good Standing. The Company and each Subsidiary has been duly organized incorporated and is validly existing as a corporation and is in good standing under the laws of the State of Delaware as of the date hereof, and is duly qualified to do business and is in good standing in each other jurisdiction in which its ownership or lease of property or the conduct of business requires such qualification, except where the failure to qualifybe so qualified or in good standing, singularly or in the aggregate, would not have or reasonably be expected to result in a Material Adverse Change.

Good Standing. The Company has been duly organized and is validly existing as a corporation and is in good standing under the laws of the State of Delaware as of the date hereof, and is duly qualified to do business and is in good standing in each other jurisdiction in which its ownership or lease of property or the conduct of business requires such qualification, except where the failure to qualify, singularly individually or in the aggregate, would not have or reasonably be expected to result in a Material Adverse Change.

Good Standing. The Company has been duly organized and is validly existing as a corporation and is in good standing company limited by shares under the laws of the State of Delaware as of the date hereof, and is duly qualified to do business and is in good standing in each other jurisdiction in which its ownership or lease of property or the conduct of business requires such qualification, except where the failure to qualify, singularly or in the aggregate, would not have or reasonably be expected to result in a Material Adverse Change.

Good Standing. The Company has been duly organized and is validly existing as a corporation and is in good standing under the laws of the State of Delaware as of the date hereof, and is duly qualified to do business and is in good standing in each other jurisdiction in which its ownership or lease of property or the conduct of business requires such qualification, except where the failure to qualifybe so qualified, singularly or in the aggregate, would not have or reasonably be expected to result in a Material Adverse Change.

Good Standing. The Company has been duly organized incorporated and is validly existing as a corporation and is in good standing under the laws of the State of Delaware Delaware, as of the date hereof, and . The Company is duly qualified to do business and is in good standing as a foreign corporation in each other jurisdiction in which its ownership or lease of property or the conduct of business requires such qualification, except where the failure to qualifybe so qualified or in good standing, singularly individually or in the aggregate, has not resulted, and would not have or reasonably be expected to result result, in a Material Adverse Change.

Good Standing. The Company has been duly organized and is validly existing as a corporation and is in good standing under the laws of the State of Delaware New Jersey as of the date hereof, and is duly qualified to do business and is in good standing in each other jurisdiction in which its ownership or lease of property or the conduct of business requires such qualification, except where the failure to qualify, singularly or in the aggregate, would not have or reasonably be expected to result in a Material Adverse Change.

Good Standing. The Company has been duly organized and is validly existing as a corporation and is in good standing under the laws of the State of Delaware as of the date hereof, and is duly qualified to do business and is in good standing in each other jurisdiction in which its ownership or lease of property or the conduct of business requires such qualification, except where the failure to qualify, singularly or in the aggregate, would not have a material adverse effect on the assets, business or reasonably be expected to result in a Material Adverse Changeoperations of the Company.

Good Standing. The Company has been duly organized and is validly existing as a corporation and is in good standing under the laws of the State state of Delaware as of the date hereof, and is duly qualified to do business and is in good standing in each other jurisdiction in which its ownership or lease of property or the conduct of business requires such qualification, except where the failure to qualify, singularly or in the aggregate, would not have or reasonably be expected to result in a Material Adverse Change.

Good Standing. The Company has been duly organized and is validly existing as a corporation and is in good standing under the laws of the State state of Delaware as of the date hereof, and is duly qualified to do business and is in good standing in each other jurisdiction in which its ownership or lease of property or the conduct of business requires such qualification, except where the failure to qualify, singularly or in the aggregate, would not have or reasonably be expected to result in cause a Material Adverse Change.

Good Standing. The Company has been duly organized and is validly existing as a corporation and is in good standing under the laws of the State of Delaware as of the date hereof, and is duly qualified to do business and is in good standing as a foreign corporation in each other jurisdiction in which its ownership or lease of property or the conduct of business requires such qualification, except where the failure to qualify, singularly or in the aggregate, qualify would not have or reasonably be expected to result in a Material Adverse ChangeEffect.

Good Standing. The Company has been duly organized and is validly existing as a corporation and is in good standing under the laws of the State of Delaware as of the date hereofDelaware, and is duly qualified to do business and is in good standing as a foreign corporation in each other jurisdiction in which its ownership or lease of property or the conduct of business requires such qualification, except where the failure to qualify, singularly or in the aggregate, would not have or reasonably be expected to result in a Material Adverse Change.

Good Standing. The Company has been duly organized and is validly existing as a corporation limited liability company and is in good standing under the laws of the State of Delaware as of the date hereof, and is duly qualified to do business and is in good standing in each other jurisdiction in which its ownership or lease of property or the conduct of business requires such qualification, except where the failure to qualify, singularly or in the aggregate, would not have or reasonably be expected to result in a Material Adverse Change.

Good Standing. The Company has been duly organized and is validly existing as a corporation and is in good standing under the laws of the State of Delaware Maryland as of the date hereof, and is duly qualified to do business and is in good standing in each other jurisdiction in which its ownership or lease of property or the conduct of business requires such qualification, except where the failure to qualify, singularly or in the aggregate, would not have or reasonably be expected to result in a Material Adverse Change.

Good Standing. The Each of the Company and its Subsidiaries has been duly organized incorporated and is validly existing as a corporation corporation, or limited liability company, as the case may be, and is in good standing under the laws of the State state of Delaware as of the date hereof, and is duly qualified to do business and is in good standing in each other jurisdiction in which its ownership or lease of property or the conduct of business requires such qualification, except where the failure to qualify, singularly or in the aggregate, would not have or reasonably be expected to result in a Material Adverse Change.

Good Standing. The Company has been duly organized and is validly existing as a corporation and is in good standing under the laws of the State of Delaware as of the date hereof, and is duly qualified to do business and is in good standing as a foreign corporation in each other jurisdiction in which its ownership or lease of property or the conduct of business requires such qualification, except where the failure to qualify, singularly or in the aggregate, qualify would not have a material adverse effect on the condition (financial or reasonably be expected to result in a Material Adverse Changeotherwise), results of operations, assets, business or prospects of the Company.

Good Standing. The Company has been duly organized and is validly existing as a corporation and is in good standing under the laws of the State of Delaware as of the date hereof, and is duly qualified to do business and is in good standing in each other jurisdiction in which its ownership or lease of property or the conduct of business requires such qualification, except where the failure to qualify, singularly or in the aggregate, qualify would not have a material adverse effect on the assets, business or reasonably be expected to result in operations of the Company and its Subsidiaries, individually or taken as a Material Adverse Changewhole.

Good Standing. The Company has been duly organized and is validly existing as a corporation and is in good standing under the laws of the State of Delaware as of the date hereof, and is duly qualified to do business and is in good standing in each other jurisdiction in which its ownership or lease of property or the conduct of business requires such qualification, except where the failure to qualifybe so qualified or in good standing, singularly or in the aggregate, would not have or reasonably be expected to result in a Material Adverse Change.

Good Standing. The Company has been duly organized and is validly existing as a corporation and is in good standing under the laws of the State state of Delaware as of the date hereofDelaware, and is duly qualified to do business and is in good standing as a foreign corporation in each other jurisdiction in which its ownership or lease of property or the conduct of business requires such qualification, except where the failure to qualify, singularly or in the aggregate, qualify would not have or reasonably be expected to result in have a Material Adverse ChangeEffect.

Good Standing. The Company has been duly organized and is validly existing as a corporation and is in good standing under the laws of the State of Delaware as of the date hereof, and is duly qualified to do business and is in good standing in each other jurisdiction in which its ownership or lease of property or the conduct of business requires such qualification, except where the failure to qualify, singularly or in the aggregate, would not have or reasonably be expected to result in a Material Adverse Change.

Good Standing. The Company has been duly organized incorporated and is validly existing as a corporation and is in good standing under the laws of the State of Delaware Delaware, as of the date hereof, and . The Company is duly qualified to do business and is in good standing as a foreign corporation in each other jurisdiction in which its ownership or lease of property or the conduct of business requires such qualification, except where the failure to qualifybe so qualified or in good standing, singularly individually or in the aggregate, would not have or reasonably be expected to result in a Material Adverse Change.

Good Standing. The Company has been duly organized incorporated and is validly existing as a corporation and is in good standing under the laws law of the State of Delaware as of the date hereof, and . The Company is duly qualified to do business and is in good standing as a foreign corporation in each other jurisdiction in which its ownership or lease of property or the conduct of business requires such qualification, except where the failure to qualifybe so qualified or in good standing, singularly individually or in the aggregate, would not have or reasonably be expected to result in a Material Adverse Change.

Good Standing. The Company has been duly organized and is validly existing as a corporation and is in good standing under the laws of the State of Delaware as of the date hereof, and is duly qualified to do business and is in good standing in each other jurisdiction in which its ownership or lease of property or the conduct of business requires such qualification, except where the failure to qualify, singularly or in the aggregate, would not have or reasonably be expected to result in a Material Adverse Change.

Good Standing. The Company has been duly organized and is validly existing as a corporation and is in good standing under the laws of the State of Delaware as of the date hereof, and is duly qualified to do business and is in good standing in each other jurisdiction in which its ownership or lease of property or the conduct of business requires such qualification, except where the failure to qualify, singularly or in the aggregate, would not have or reasonably be expected to result in a Material Adverse ChangeEffect.

Good Standing. The Company has been duly organized and is validly existing as a corporation and is in good standing under the laws of the State of Delaware as of the date hereof, and is duly qualified to do business and is in good standing in each other jurisdiction in which its ownership or lease of property or the conduct of business requires such qualification, except where the failure to qualifybe in good standing or to be so qualified, singularly or in the aggregate, would not have or reasonably be expected to result in a Material Adverse Change.

Good Standing. The Company has been duly organized and is validly existing as a corporation and is in good standing under the laws of the State of Delaware as of the date hereof, and is duly qualified to do business and is in good standing in each other jurisdiction in which its ownership or lease of property or the conduct of business requires such qualification, except where the failure to qualify, singularly or in the aggregate, would not have or reasonably be expected to result in a Material Adverse Change.

Good Standing. The Company has been duly organized and is validly existing as a corporation and is in good standing under the laws of the State of Delaware as of the date hereof, and is duly qualified to do business and is in good standing in each other jurisdiction in which its ownership or lease of property or the conduct of business requires such qualification, except where the failure to qualify, singularly or in the aggregate, qualify would not have a material adverse effect on the assets, business or reasonably be expected to result in a Material Adverse Changeoperations of the Company.

Good Standing. The Company has been duly organized and is validly existing as a corporation and is in good standing under the laws of the State of Delaware as of the date hereofDelaware, and is are duly qualified to do business and is are in good standing as a foreign corporation in each other jurisdiction in which its ownership or lease of property or the conduct of business requires such qualification, except where the failure to qualify, singularly or in the aggregate, qualify would not have or reasonably be expected to result in have a Material Adverse ChangeEffect.

Good Standing. The Company has been duly organized and is validly existing as a corporation and is in good standing under the laws of the State of Delaware as of the date hereof, and is duly qualified to do business and is in good standing as of the date hereof in each other jurisdiction in which its ownership or lease of property or the conduct of business as of the date hereof requires such qualification, except where the failure to qualify, singularly or in the aggregate, would not have or reasonably be expected to result in a Material Adverse Change.

Good Standing. The Company has been duly organized and is validly existing as a corporation and is in good standing under the laws of the State of Delaware as of the date hereof, and is duly qualified to do business and is in good standing in each other jurisdiction in which its ownership or lease of property or the conduct of business requires such qualification, except where the failure to qualify, singularly or in the aggregate, would not have or reasonably be expected to result in a Material Adverse ChangeEffect.

Good Standing. The Company has been duly organized incorporated and is validly existing as a corporation and is in good standing under the laws of the State of Delaware with the requisite corporate power and authority to own or lease, as of the date hereofcase may be, and to operate its properties and conduct its business as described in the Preliminary Prospectus and the Prospectus and to enter into the agreements filed as exhibits to the Registration Statement and to carry out the transactions contemplated hereby and thereby, and is duly qualified to do business as a foreign corporation and is in good standing in under the laws of each other jurisdiction in which its ownership or lease of property or the conduct of business that requires such qualification, except where the failure to qualify, singularly or in the aggregate, would not have or reasonably be expected to result in a Material Adverse Change.

Good Standing. The Company has been duly organized and incorporated, is validly existing as a corporation and is in good standing under the laws of the State of Delaware Delaware, has the corporate power and authority to own its property and to conduct its business as of described in the date hereofPricing Disclosure Package and the Prospectus, and is duly qualified to do transact business and is in good standing in each other jurisdiction in which the conduct of its business or its ownership or lease leasing of property or the conduct of business requires such qualification, except where to the extent that the failure to qualify, singularly be so qualified or to be in the aggregate, good standing would not have or reasonably be expected to result in a Material Adverse Change.

Good Standing. The Company has been duly organized and is validly existing as a corporation and is in good standing under the laws of the State of Delaware as of the date hereof, and is duly qualified to do business and is in good standing in each other jurisdiction in which its ownership or lease of property or the conduct of business requires such qualification, except where the failure to qualify, singularly or in the aggregate, would has not have had or could not reasonably be expected to result in have a Material Adverse ChangeEffect.

Good Standing. The Company has been duly organized and is validly existing as a corporation and is in good standing under the laws of the State of Delaware as of the date hereof, and is duly qualified to do business and is in good standing in each other jurisdiction in which its ownership or lease of property or the conduct of business requires such qualification, except where the failure to qualify, singularly or in the aggregate, qualify would not have a material adverse effect on the general affairs, business, properties, assets, operations, prospects, condition (financial or reasonably be expected to result in otherwise) or results of operations of the Company (a “Material Adverse ChangeEffect”).

Good Standing. The Company has been duly organized and is validly existing as a corporation and is in good standing under the laws of the State of Delaware as of the date hereof, and is duly qualified to do business and is in good standing in each other jurisdiction in which its ownership or lease of property or the conduct of business requires such qualification, except where the failure to qualify, singularly or in the aggregate, qualify would not have or reasonably be expected to result in a Material Adverse ChangeEffect.

Good Standing. The Company has been duly organized and organized, is validly existing as a corporation and is in good standing under the laws of the State of Delaware as of the date hereof, and Delaware. The Company is duly qualified to do business and is in good standing in under the laws of each other jurisdiction State in which its the ownership or lease leasing of property any properties or the conduct character of business its operations requires such qualification, except where the failure to qualify, singularly or in the aggregate, qualify would not have or reasonably be expected to result in a Material Adverse Changematerial adverse effect on the Company.

Good Standing. The Company has been duly organized and is validly existing as a corporation and is in good standing under the laws of the State of Delaware as of the date hereof, and is duly qualified to do business and is in good standing in each other jurisdiction in which its ownership or lease of property or the conduct of business requires such qualification, except where the failure to qualify, singularly or in the aggregate, qualify would not have or reasonably be expected to result in a Material Adverse ChangeEffect (as defined in Section 2.21).

Good Standing. The Company has been duly organized and is validly existing as a corporation and is in good standing under the laws of the State of Delaware as of the date hereof, and is duly qualified to do business and is in good standing in each other jurisdiction in which its ownership or lease of property or the conduct of business requires such qualification, except where the failure to qualify, singularly or in the aggregate, qualify would not have or reasonably be expected to result in a Material Adverse ChangeEffect (as defined in Section 2.20).

Good Standing. The Company and each Subsidiary has been duly organized incorporated and is validly existing as a corporation and and, in the case of the Company, is in good standing under the laws of the State of Delaware as of the date hereof, and is duly qualified to do business and is in good standing in each other jurisdiction in which its ownership or lease of property or the conduct of business requires such qualification, except where the failure to qualifybe so qualified or in good standing, singularly or in the aggregate, would not have result in or reasonably be expected to result in a Material Adverse Change.

Good Standing. The Company has been duly organized incorporated and is validly existing as a corporation and is in good standing under the laws of the State of Delaware as of the date hereof, and is duly qualified to do business and is in good standing in each other jurisdiction in which its ownership or lease of property or the conduct of business requires such qualification, except where the failure to qualify, singularly or in the aggregate, qualify would not have or reasonably be expected to result in a Material Adverse ChangeEffect.

Good Standing. The Company has been duly organized and is validly existing as a corporation and is in good standing under the laws of the State of Delaware as of the date hereof, and is duly qualified to do business and is in good standing as a foreign corporation in each other jurisdiction in which its ownership or lease of property or the conduct of business requires such qualification, except where the failure to qualify, singularly or in the aggregate, qualify would not have or reasonably be expected to result in a Material Adverse Change.Effect. Maxim Group LLC _________________, 2007 Page 15 of 50

Good Standing. The Company has been duly organized and is validly existing as a corporation and is in good standing under the laws of the State of Delaware as of the date hereof, and is duly qualified to do business and is in good standing as a foreign corporation in each other jurisdiction in which its ownership or lease of property or the conduct of business requires such qualification, except where the failure to qualify, singularly or in the aggregate, qualify would not have a material adverse effect on the condition (financial or reasonably be expected to result otherwise), earnings, assets, prospects, business, operations or properties of the Company, whether or not arising from transactions in the ordinary course of business (a “Material Adverse ChangeEffect”).

Good Standing. The Company has been duly organized incorporated and is validly existing as a corporation and is in good standing under the laws of the State state of Delaware as of the date hereof, and is duly qualified to do business and is in good standing in each other jurisdiction in which its ownership or lease of property or the conduct of business requires such qualification, except where the failure to qualifybe so qualified or in good standing, singularly or in the aggregate, would not have or reasonably be expected to result in a Material Adverse Change.

Good Standing. The Company has been duly organized and is validly existing as a corporation and is in good standing under the laws of the State of Delaware as of the date hereof, and is duly qualified to do business and is in good standing in each other jurisdiction in which its ownership or lease of property or the conduct of business requires such qualification, except where the failure to qualify, singularly or in the aggregate, qualify would not have or reasonably be expected to result in a Material Adverse ChangeEffect (as defined in Section 2.20).

Good Standing. The Company has been duly organized incorporated and is validly existing as a corporation domestic Company and is in good standing under the laws of the State of Delaware as of the date hereof, and each subsidiary is duly qualified to do business and is in good standing in each other jurisdiction in which its ownership or lease of property or the conduct of business requires such qualification, except where the failure to qualify, singularly or in the aggregate, would not have or reasonably be expected to result in a Material Adverse Change.

Good Standing. The Company has been duly organized and is validly existing as a corporation and is in good standing under the laws of the State of Delaware as of the date hereofDelaware, and is duly qualified to do business and is in good standing in each other jurisdiction in which its ownership or lease of property or the conduct of business requires such qualification, except where the failure to qualify, singularly or in the aggregate, would not have or reasonably be expected to result in a Material Adverse Change.

Good Standing. The Company has been duly organized and is validly existing as a corporation and is in good standing under the laws of the State of Delaware as of the date hereof, and is duly qualified to do business and is in good standing in each other jurisdiction in which its ownership or lease of property or the conduct of business requires such qualification, which states are Texas and California, except where the failure to qualify, singularly or in the aggregate, would not have or reasonably be expected to result in a Material Adverse Change.

Good Standing. The Company has been duly organized and is validly existing as a corporation and is in good standing under the laws of the State state of Delaware as of the date hereof, and is duly qualified to do business and is in good standing in each other jurisdiction in which its ownership or lease of property or the conduct of business requires such qualification, except where the failure to qualify, singularly or in the aggregate, qualify would not have or reasonably be expected to result in have a Material Adverse ChangeEffect.

Good Standing. The Company has been duly organized and is validly existing as a corporation and is in good standing under the laws of the State of Delaware as of the date hereofDelaware, and is duly qualified to do business and is in good standing as a foreign corporation in each other jurisdiction in which its ownership or lease of property or the conduct of business requires such qualification, except where the failure to qualify, singularly or in the aggregate, qualify would not have or reasonably be expected to result in a Material Adverse Changematerial adverse effect on the Company.

Good Standing. The Company has been duly organized and is validly existing as a corporation and is in good standing under the laws of the State of Delaware as of the date hereof, and is duly qualified to do business and is in good standing in each other jurisdiction in which its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to qualify, singularly or in the aggregate, qualify would not have or reasonably be expected to result in a Material Adverse ChangeEffect (as defined below).

Good Standing. The Company has been duly organized and is validly existing as a corporation and is in good standing under the laws of the State of Delaware as of the date hereofDelaware, and is duly qualified to do business and is in good standing as a foreign corporation in each other jurisdiction in which its ownership or lease of property or the conduct of business requires such qualification, except where the failure to qualify, singularly or in the aggregate, qualify would not have or reasonably be expected to result in a Material Adverse ChangeEffect.

Good Standing. The Company has been is duly organized incorporated and is validly existing as a corporation and is in good standing under the laws of the State of Delaware as of the date hereof, and Delaware. The Company is duly qualified to do business and is in good standing in each other jurisdiction in which its ownership or lease of property or the conduct of business requires such qualification, except where the failure to qualify, singularly or in the aggregate, would not have or reasonably be expected to result in a Material Adverse Change.

Good Standing. The Company has been duly organized and is validly existing as a corporation and is in good standing under the laws of the State of Delaware as of the date hereof, and is duly qualified to do business and is in good standing in each other jurisdiction in which its ownership or lease of property or the conduct of business requires such qualification, except where the failure to qualifybe in good standing or be so qualified, singularly or in the aggregate, would not have or reasonably be expected to result in a Material Adverse Change.

Good Standing. The Company has been duly organized and is validly existing as a corporation and is in good standing under the laws of the State of Delaware as of the date hereof, and is duly qualified to do business and is in good standing in each other jurisdiction in which its ownership or lease of property or the conduct of business requires such qualification, except where the failure to qualify, singularly or in the aggregate, qualify would not have a material adverse effect on the assets, business or reasonably be expected to result in operations of the Company taken as a Material Adverse Changewhole.

Good Standing. The Company has been duly organized and is validly existing as a corporation and is in good standing under the laws of the State of Delaware as of the date hereof, and is duly qualified to do business and is in good standing in each other jurisdiction in which its ownership or lease of property or the conduct of business requires such qualification, except where the failure to qualify, singularly or in the aggregate, qualify would not have a material adverse effect on the assets, business or reasonably be expected to result in a Material Adverse Change.operations of the Company..

Good Standing. The Company has been duly organized and is validly existing as a corporation and is in good standing under the laws of the State of Delaware as of the date hereof, and is duly qualified to do business and is in good standing in each other jurisdiction in which its ownership or lease of property or the conduct of business requires such qualification, except where the failure to qualify, singularly or in the aggregate, qualify would not have or reasonably be expected to result in a Material Adverse ChangeEffect on the assets, business, prospects or operations of the Company.

Good Standing. The Company has been duly organized and is validly existing as a corporation and is in good standing under the laws of the State of Delaware as of the date hereof, and is duly qualified to do business and is in good standing in each other jurisdiction in which its ownership or lease of property or the conduct of business requires such qualification, except where the failure to qualify, singularly or in the aggregate, would not have or reasonably be expected to result in a Material Adverse Change.. Page 7 March 22, 2018

Good Standing. The Company has been duly organized and is validly existing as a corporation and is in good standing under the laws of the State of Delaware as of the date hereof, hereof and is duly qualified to do business and is in good standing in each other jurisdiction in which its ownership or lease of property or the conduct of business requires such qualification, except where the failure to qualify, singularly or in the aggregate, would not have or reasonably be expected to result in a Material Adverse Change.

Good Standing. The Company has been duly organized and is validly existing as a corporation and is in good standing under the laws of the State of Delaware as of the date hereof, and is duly qualified to do business and is in good standing in each other jurisdiction in which its ownership or lease of property or the conduct of business requires such qualification, except where the failure to qualify, singularly or in the aggregate, would not have or reasonably be expected to result in a Material Adverse Change.. March 22, 2018

Good Standing. The Company and its Subsidiary has been duly organized incorporated and is validly existing as a corporation and is in good standing under the laws of the State of Delaware as of the date hereof, and is duly qualified to do business and is in good standing in each other jurisdiction in which its ownership or lease of property or the conduct of business requires such qualification, except where the failure to qualify, singularly or in the aggregate, would not have or reasonably be expected to result in a Material Adverse Change.

Good Standing. The Company has been duly organized and is validly existing as a corporation and is in good standing under the laws of the State Commonwealth of Delaware Pennsylvania as of the date hereof, and is duly qualified to do business and is in good standing in each other jurisdiction in which its ownership or lease of property or the conduct of business requires such qualification, except where the failure to qualify, singularly or in the aggregate, would not have or reasonably be expected to result in a Material Adverse Change.

Good Standing. The Company has been duly organized and is validly existing as a corporation and is in good standing under the laws of the State of Delaware as of the date hereof, and is duly qualified to do business and is in good standing in each other jurisdiction in which its ownership or lease of property or the conduct of business requires such qualification, except where the failure to qualify, singularly or in the aggregate, would not have or reasonably be expected to result in a Material Adverse Change.. Progressive Care Inc.

Good Standing. The Company has been duly organized and is validly existing as a corporation and is in good standing under the laws of the State of Delaware as of the date hereof, and is duly qualified to do business and is in good standing in each other jurisdiction in which its ownership or lease of property or the conduct of business requires such qualification, except where the failure to qualify, singularly or in the aggregate, would not have or reasonably be expected to result in have a Material Adverse ChangeEffect.

Good Standing. The Company has been duly organized and incorporated, is validly existing as a corporation and is company in good standing under the laws of the State of Delaware Delaware, has the corporate power and authority to own its property and to conduct its business as of described in Registration Statement, the date hereof, Pricing Disclosure Package and the Prospectus and is duly qualified to do transact business and is in good standing in each other jurisdiction in which the conduct of its business or its ownership or lease leasing of property or the conduct of business requires such qualification, except where to the extent that the failure to qualify, singularly be so qualified or be in the aggregate, good standing would not have or reasonably be expected to result in a Material Adverse Change.

Good Standing. The Company has been duly organized and incorporated, is validly existing as a corporation and is in good standing under the laws of the State of Delaware as of the date hereof, and is duly qualified to do business and is in good standing in each other jurisdiction in which its ownership or lease of property or the conduct of business requires such qualification, except where the failure to qualify, singularly or in the aggregate, would not have or reasonably be expected to result in a Material Adverse Change.

Good Standing. The Company has been is duly organized and is validly existing as a corporation and is in good standing under the laws of the State of Delaware as of the date hereof, and Delaware. The Company is duly qualified to do business and is in good standing in each other jurisdiction in which its ownership or lease of property or the conduct of business requires such qualification, except where the failure to qualify, singularly or in the aggregate, would not have or reasonably be expected to result in a Material Adverse Change.

Good Standing. The Company has been duly organized and is validly existing as a corporation and is in good standing under the laws of the State of Delaware as of the date hereof, and is duly qualified to do business and is in good standing in each other jurisdiction in which its ownership or lease of property or the conduct of business requires such qualification, except where the failure to qualify, singularly or in the aggregate, qualify would not have or reasonably be expected to result in a Material Adverse ChangeChange on the assets, business or operations of the Company.

Good Standing. The Company has been duly organized and is validly existing as a corporation Delaware Corporation and is in good standing under the laws of the State of Delaware as of the date hereof, and is duly qualified to do business and is in good standing in each other jurisdiction in which its ownership or lease of property or the conduct of business requires such qualification, except where the failure to qualify, singularly or in the aggregate, qualify would not have a material adverse effect on the assets, business or reasonably be expected to result in a Material Adverse Changeoperations of the Company.

Good Standing. The Company has been duly organized and is validly existing as a corporation and is in good standing under the laws of the State of Delaware as of the date hereof, and is duly qualified to do business and is in good standing in each other jurisdiction in which its ownership or lease of property or the conduct of business requires such qualification, except where the failure to qualify, singularly or in the aggregate, qualify would not have or reasonably be expected to result in a Material Adverse ChangeEffect (as defined in Section 3.20).