Common use of Actions By MPI Clause in Contracts

Actions By MPI. (a) MPI shall duly execute and deliver to NSEB a counterpart copy of the form of Registration Rights Agreement attached to this Conversion Agreement as Exhibit "B" and incorporated herein by reference ("Registration Agreement"). (b) MPI's Chief Executive Officer shall duly execute and deliver to NSEB the form of Certificate of Chief Executive Officer attached to this Conversion Agreement as Exhibit "E" and incorporated herein by reference ("Certificate of CEO"), certifying the following matters: (i) Any approvals of MPI's shareholders and directors that may be required under any applicable law, in connection with the transactions contemplated by this Conversion Agreement, have been duly obtained and are in full force and effect as of the Conversion Date. (ii) All of the representations and warranties of MPI set forth in this Conversion Agreement,. the Ancillary Agreements (as defined below) or in any other document delivered to NSEB in connection herewith, are true, accurate, complete, and not misleading in any material respect as of the Conversion Date. (iii) MPI has performed all of the duties and obligations required to be performed by MPI on or prior to the Conversion Date, pursuant to the provisions of this Conversion Agreement, the Ancillary Agreements (as defined below) or in any other document delivered to NSEB in connection herewith. (c) MPI shall cause its legal counsel to duly execute and deliver to NSEB the form of legal opinion letter attached to his Conversion Agreement as Exhibit "F" and incorporated herein by reference ("Legal Opinion"). (d) MPI shall deliver to NSEB copies of certificates of good standing for MPI issued by the California Secretary of State and the California Franchise Tax Board, dated not more than five (5) days prior to the Conversion Date. (e) MPI shall deliver to NSEB the stock certificate representing Two Hundred Seventy One Thousand One Hundred Seventy Six (271,176) shares of Series A Preferred Stock issued by MPI to NSEB. (f) MPI shall deliver to NSEB and its legal counsel copies of the following documents: (i) A copy of the Certificate of Amendment and Bylaws of MPI (as amended through the Conversion Date), certified by the Secretary of MPI as true and correct copies thereof as of the Conversion Date. (ii) A copy of the resolutions of the Board of Directors and shareholders of MPI evidencing the amendment to MPI's Amended and Restated Articles of Incorporation providing for the authorization of the Series A Preferred Stock and the approval of this Agreement and the other agreements, documents, and matters contemplated hereby, certified by the Secretary of MPI to be true, complete and correct. (g) MPI shall deliver to NSEB a written release executed by DBS providing that NSEB is no longer liable for the Account Receivable.

Actions By MPI. (a) MPI shall duly execute and deliver to NSEB Motorola a counterpart copy of the form of Registration Rights Agreement attached to this Conversion Agreement as Exhibit "B" and incorporated herein by reference ("Registration Agreement"). (b) MPI's Chief Executive Officer shall duly execute and deliver to NSEB Motorola the form of Certificate of Chief Executive Officer attached to this Conversion Agreement as Exhibit "E" and incorporated herein by reference ("Certificate of CEO"), certifying the following matters: (i) Any approvals of MPI's shareholders and directors that may be required under any applicable law, in connection with the transactions contemplated by this Conversion Agreement, have been duly obtained and are in full force and effect as of the Conversion Date. (ii) All of the representations and warranties of MPI set forth in this Conversion Agreement,. the Ancillary Agreements Documents (as defined below) or in any other document delivered to NSEB Motorola in connection herewith, are true, accurate, complete, and not misleading in any material respect as of the Conversion Date. (iii) MPI has performed all of the duties and obligations required to be performed by MPI on or prior to the Conversion Date, pursuant to the provisions of this Conversion Agreement, the Ancillary Agreements Documents (as defined below) or in any other document delivered to NSEB Motorola in connection herewith. (c) MPI shall cause its legal counsel to duly execute and deliver to NSEB Motorola the form of legal opinion letter attached to his Conversion Agreement as Exhibit "F" and incorporated herein by reference ("Legal Opinion"). (d) MPI shall deliver to NSEB Motorola copies of certificates of good standing for MPI issued by the California Secretary of and State and the California Franchise Tax Board, dated not more than five (5) days prior to the Conversion Date. (e) MPI shall deliver to NSEB Motorola the stock certificate representing Eight Hundred Sixty Nine Thousand Nine Hundred Thirty Two Hundred Seventy One Thousand One Hundred Seventy Six (271,176869,932) shares of Series A Preferred Stock issued by MPI to NSEBMotorola. (f) MPI shall deliver to NSEB Motorola and its legal counsel copies of the following documents: (i) A copy of the Certificate of Amendment and Bylaws of MPI (as amended through the Conversion Date), certified by the Secretary of MPI as true and correct copies thereof as of the Conversion Date. (ii) A copy of the resolutions of the Board of Directors and shareholders of MPI evidencing the amendment to MPI's Amended and Restated Articles of Incorporation providing for the authorization of the Series A Preferred Stock and the approval of this Agreement and the other agreements, documents, and matters contemplated hereby, certified by the Secretary of MPI to be true, complete and correct. (g) MPI shall deliver to NSEB a written release executed by DBS providing that NSEB is no longer liable for the Account Receivable.

Actions By MPI. (a) MPI shall duly execute and deliver to NSEB DBS a counterpart copy of the form of Registration Rights Agreement attached to this Conversion Agreement as Exhibit "B" and incorporated herein by reference ("Registration Agreement"). (b) MPI shall duly execute and deliver to DBS a counterpart copy of the form of IBM Proceeds Agreement attached to this Conversion Agreement as Exhibit "D" and incorporated herein by reference ("IBM Agreement"). (c) MPI's Chief Executive Officer shall duly execute and deliver to NSEB DBS the form of Certificate of Chief Executive Officer attached to this Conversion Agreement as Exhibit "E" and incorporated herein by reference ("Certificate of CEO"), certifying the following matters: (i) Any approvals of MPI's shareholders and directors that may be required under any applicable law, in connection with the transactions contemplated by this Conversion Agreement, have been duly obtained and are in full force and effect as of the Conversion Date. (ii) All of the representations and warranties of MPI set forth in this Conversion Agreement,. , the Ancillary Agreements (as defined below) or in any other document delivered to NSEB DBS in connection herewith, are true, accurate, complete, and not misleading in any material respect as of the Conversion Date. (iii) MPI has performed all of the duties and obligations required to be performed by MPI on or prior to the Conversion Date, pursuant to the provisions of this Conversion Agreement, the Ancillary Agreements (as defined below) or in any other document delivered to NSEB DBS in connection herewith. (cd) MPI shall cause its legal counsel to duly execute and deliver to NSEB DBS the form of legal opinion letter attached to his Conversion Agreement as Exhibit "F" and incorporated herein by reference ("Legal Opinion"). (de) MPI shall deliver to NSEB DBS copies of certificates of good standing for MPI issued by the California Secretary of and State and the California Franchise Tax Board, dated not more than five one (51) days day prior to the Conversion Date. (ef) MPI shall deliver to NSEB the DBS stock certificate certificates representing Two Hundred Seventy One Thousand Million One Hundred Seventy Six Fifty Four Thousand Three Hundred Eleven (271,1761,154,311) shares of Series A Preferred Stock issued by MPI to NSEBDBS. (fg) MPI shall deliver to NSEB DBS and its legal counsel copies of the following documents: (i) A copy of the Certificate of Amendment and Bylaws of MPI (as amended through the Conversion Date), certified by the Secretary of MPI as true and correct copies thereof as of the Conversion Date. (ii) A copy of the resolutions of the Board of Directors and shareholders of MPI evidencing the amendment to MPI's Amended and Restated Articles of Incorporation providing for the authorization of the Series A Preferred Stock and the approval of this Agreement and the other agreements, documents, and matters contemplated hereby, certified by the Secretary of MPI to be true, complete and correct. (giii) MPI shall deliver A written certification from MPI's legal counsel stating that all approvals required to NSEB a written release executed be obtained from the SEC in connection with the transactions contemplated by DBS providing that NSEB is no longer liable for the Account Receivablethis Conversion Agreement have been obtained.

Actions By MPI. (a) MPI shall duly execute and deliver to NSEB Transpac Capital a counterpart copy of the form of Registration Rights Agreement attached to this Conversion Agreement as Exhibit "B" and incorporated herein by reference ("Registration Agreement"). (b) MPI shall duly execute and deliver to Transpac Capital four (4) counterpart copies of the form of First Amendment to Warrant To Purchase Common Stock of MPI attached to this Conversion Agreement as Exhibit "C" and incorporated herein by reference (collectively the "Transpac Warrant Amendments"), one with respect to each of the Warrants to Purchase Common Stock of MPI, dated April 24, 1998 (collectively the "Transpac Warrants"), issued respectively to Transpac Capital, Transpac Holdings, Regional Investment and Natsteel Equity. (c) MPI shall duly execute and deliver to Transpac Capital a counterpart copy of the form of IBM Proceeds Agreement attached to this Conversion Agreement as Exhibit "D" and incorporated herein by reference ("IBM Agreement"). (d) MPI's Chief Executive Officer shall duly execute and deliver to NSEB Transpac the form of Certificate of Chief Executive Officer attached to this Conversion Agreement as Exhibit "E" and incorporated herein by reference ("Certificate of CEO"), certifying the following matters: (i) Any approvals of MPI's shareholders and directors that may be required under any applicable law, in connection with the transactions contemplated by this Conversion Agreement, have been duly obtained and are in full force and effect as of the Conversion Date. (ii) All of the representations and warranties of MPI set forth in this Conversion Agreement,. , the Ancillary Agreements (as defined below) or in any other document delivered to NSEB the Investor Group in connection herewith, are true, accurate, complete, and not misleading in any material respect as of the Conversion Date. (iii) MPI has performed all of the duties and obligations required to be performed by MPI on or prior to the Conversion Date, pursuant to the provisions of this Conversion Agreement, the Ancillary Agreements (as defined below) or in any other document delivered to NSEB the Investor Group in connection herewith. (ce) MPI shall cause its legal counsel to duly execute and deliver to NSEB Transpac the form of legal opinion letter attached to his Conversion Agreement as Exhibit "F" and incorporated herein by reference ("Legal Opinion"). (df) MPI shall deliver to NSEB Transpac copies of certificates of good standing for MPI issued by the California Secretary of State and the California Franchise Tax Board, dated not more than five (5) days prior to the Conversion Date. (eg) MPI shall deliver to NSEB the Transpac stock certificate certificates representing Two Hundred Seventy One Thousand One Hundred Seventy Six (271,176) shares of Series A Preferred Stock issued by MPI to NSEB.the Investor Group in the following names and numbers of shares: (fi) Transpac Capital Pte Ltd, 1,624,822 (ii) Transpac Industrial Holdings Ltd, 1,599,632 (iii) Regional Investment Company Ltd, 440,843 (iv) Natsteel Equity III Pte Ltd, 366,529 (h) MPI shall deliver to NSEB Transpac and its legal counsel copies of the following documents: (i) A copy of the Certificate of Amendment and Bylaws of MPI (as amended through the Conversion Date), certified by the Secretary of MPI as true and correct copies thereof as of the Conversion Date. (ii) A copy of the resolutions of the Board of Directors and shareholders of MPI evidencing the amendment to MPI's Amended and Restated Articles of Incorporation providing for the authorization of the Series A Preferred Stock and the approval of this Agreement and the other agreements, documents, and matters contemplated hereby, certified by the Secretary of MPI to be true, complete and correct. (g) MPI shall deliver to NSEB a written release executed by DBS providing that NSEB is no longer liable for the Account Receivable.

Actions By MPI. (a) MPI shall duly execute and deliver to NSEB Transpac Capital a counterpart copy of the form of Registration Rights Agreement attached to this Conversion Agreement as Exhibit "B" and incorporated herein by reference ("Registration Agreement"). (b) MPI shall duly execute and deliver to Transpac Capital four (4) counterpart copies of the form of First Amendment to Warrant To Purchase Common Stock of MPI attached to this Conversion Agreement as Exhibit "C" and incorporated herein by reference (collectively the "Transpac Warrant Amendments"), one with respect to each of the Warrants to Purchase Common Stock of MPI, dated April 24, 1998 (collectively the "Transpac Warrants"), issued respectively to Transpac Capital, Transpac Holdings, Regional Investment and Natsteel Equity. (c) MPI shall duly execute and deliver to Transpac Capital a counterpart copy of the form of IBM Proceeds Agreement attached to this Conversion Agreement as Exhibit "D" and incorporated herein by reference ("IBM Agreement"). (d) MPI's Chief Executive Officer shall duly execute and deliver to NSEB Transpac the form of Certificate of Chief Executive Officer attached to this Conversion Agreement as Exhibit "E" and incorporated herein by reference ("Certificate of CEO"), certifying the following matters: (i) Any approvals of MPI's shareholders and directors that may be required under any applicable law, in connection with the transactions contemplated by this Conversion Agreement, have been duly obtained and are in full force and effect as of the Conversion Date. (ii) All of the representations and warranties of MPI set forth in this Conversion Agreement,. the Ancillary Agreements (as defined below) or in any other document delivered to NSEB the Investor Group in connection herewith, are true, accurate, complete, and not misleading in any material respect as of the Conversion Date. (iii) MPI has performed all of the duties and obligations required to be performed by MPI on or prior to the Conversion Date, pursuant to the provisions of this Conversion Agreement, the Ancillary Agreements (as defined below) or in any other document delivered to NSEB the Investor Group in connection herewith. (ce) MPI shall cause its legal counsel to duly execute and deliver to NSEB Transpac the form of legal opinion letter attached to his Conversion Agreement as Exhibit "F" and incorporated herein by reference ("Legal Opinion"). (df) MPI shall deliver to NSEB Transpac copies of certificates of good standing for MPI issued by the California Secretary of State and the California Franchise Tax Board, dated not more than five (5) days prior to the Conversion Date. (eg) MPI shall deliver to NSEB the Transpac stock certificate certificates representing Two Hundred Seventy One Thousand One Hundred Seventy Six (271,176) shares of Series A Preferred Stock issued by MPI to NSEB.the Investor Group in the following names and numbers of shares: (fi) Transpac Capital Pte Ltd, 1,624,822 (ii) Transpac Industrial Holdings Ltd, 1,599,632 (iii) Regional Investment Company Ltd, 440,843 (iv) Natsteel Equity III Pte Ltd, 366,529 (h) MPI shall deliver to NSEB Transpac and its legal counsel copies of the following documents: (i) A copy of the Certificate of Amendment and Bylaws of MPI (as amended through the Conversion Date), certified by the Secretary of MPI as true and correct copies thereof as of the Conversion Date. (ii) A copy of the resolutions of the Board of Directors and shareholders of MPI evidencing the amendment to MPI's Amended and Restated Articles of Incorporation providing for the authorization of the Series A Preferred Stock and the approval of this Agreement and the other agreements, documents, and matters contemplated hereby, certified by the Secretary of MPI to be true, complete and correct. (g) MPI shall deliver to NSEB a written release executed by DBS providing that NSEB is no longer liable for the Account Receivable.

Actions By MPI. (a) MPI shall duly execute and deliver to NSEB Samsung Corning a counterpart copy of the form of Registration Rights Agreement attached to this Conversion Agreement as Exhibit "B" and incorporated herein by reference ("Registration Agreement"). (b) MPI's Chief Executive Officer shall duly execute and deliver to NSEB Samsung Corning the form of Certificate of Chief Executive Officer attached to this Conversion Agreement as Exhibit "E" and incorporated herein by reference ("Certificate of CEO"), certifying the following matters: (i) Any approvals of MPI's shareholders and directors that may be required under any applicable law, in connection with the transactions contemplated by this Conversion Agreement, have been duly obtained and are in full force and effect as of the Conversion Date. (ii) All of the representations and warranties of MPI set forth in this Conversion Agreement,. , the Ancillary Agreements (as defined below) or in any other document delivered to NSEB Samsung Corning in connection herewith, are true, accurate, complete, and not misleading in any material respect as of the Conversion Date. (iii) MPI has performed all of the duties and obligations required to be performed by MPI on or prior to the Conversion Date, pursuant to the provisions of this Conversion Agreement, the Ancillary Agreements (as defined below) or in any other document delivered to NSEB Samsung Corning in connection herewith. (c) MPI shall cause its legal counsel to duly execute and deliver to NSEB Samsung Corning the form of legal opinion letter attached to his Conversion Agreement as Exhibit "F" and incorporated herein by reference ("Legal Opinion"). (d) MPI shall deliver to NSEB Samsung Corning copies of certificates of good standing for MPI issued by the California Secretary of and State and the California Franchise Tax Board, dated not more than five (5) days prior to the Conversion Date. (e) MPI shall deliver to NSEB Samsung Corning the stock certificate representing One Hundred Eighty Three Thousand Two Hundred Seventy One Thousand One Hundred Seventy Six Five (271,176183,275) shares of Series A Preferred Stock issued by MPI to NSEBSamsung Corning. (f) MPI shall deliver to NSEB Samsung Corning and its legal counsel copies of the following documents: (i) A copy of the Certificate of Amendment and Bylaws of MPI (as amended through the Conversion Date), certified by the Secretary of MPI as true and correct copies thereof as of the Conversion Date. (ii) A copy of the resolutions of the Board of Directors and shareholders of MPI evidencing the amendment to MPI's Amended and Restated Articles of Incorporation providing for the authorization of the Series A Preferred Stock and the approval of this Agreement and the other agreements, documents, and matters contemplated hereby, certified by the Secretary of MPI to be true, complete and correct. (g) MPI shall deliver to NSEB a written release executed by DBS providing that NSEB is no longer liable for the Account Receivable.

Actions By MPI. (a) MPI shall duly execute and deliver to NSEB Transpac Capital a counterpart copy of the form of Registration Rights Agreement attached to this Conversion Agreement as Exhibit "B" and incorporated herein by reference ("Registration Agreement"). (b) MPI shall duly execute and deliver to Transpac Capital four (4) counterpart copies of the form of First Amendment to Warrant To Purchase Common Stock of MPI attached to this Conversion Agreement as Exhibit "C" and incorporated herein by reference (collectively the "Transpac Warrant Amendments"), one with respect to each of the Warrants to Purchase Common Stock of MPI, dated April 24, 1998 (collectively the "Transpac Warrants"), issued respectively to Transpac Capital, Transpac Holdings, Regional Investment and Natsteel Equity. (c) MPI shall duly execute and deliver to Transpac Capital a counterpart copy of the form of IBM Proceeds Agreement attached to this Conversion Agreement as Exhibit "D" and incorporated herein by reference ("IBM Agreement"). (d) MPI's Chief Executive Officer shall duly execute and deliver to NSEB Transpac the form of Certificate of Chief Executive Officer attached to this Conversion Agreement as Exhibit "E" and incorporated herein by reference ("Certificate of CEO"), certifying the following matters: (i) Any approvals of MPI's shareholders and directors that may be required under any applicable law, in connection with the transactions contemplated by this Conversion Agreement, have been duly obtained and are in full force and effect as of the Conversion Date. (ii) All of the representations and warranties of MPI set forth in this Conversion Agreement,. the Ancillary Agreements Documents (as defined below) or in any other document delivered to NSEB the Investor Group in connection herewith, are true, accurate, complete, and not misleading in any material respect as of the Conversion Date. (iii) MPI has performed all of the duties and obligations required to be performed by MPI on or prior to the Conversion Date, pursuant to the provisions of this Conversion Agreement, the Ancillary Agreements Documents (as defined below) or in any other document delivered to NSEB the Investor Group in connection herewith. (ce) MPI shall cause its legal counsel to duly execute and deliver to NSEB Transpac the form of legal opinion letter attached to his Conversion Agreement as Exhibit "F" and incorporated herein by reference ("Legal Opinion"). (df) MPI shall deliver to NSEB Transpac copies of certificates of good standing for MPI issued by the California Secretary of and State and the California Franchise Tax Board, dated not more than five (5) days prior to the Conversion Date. (eg) MPI shall deliver to NSEB the Transpac stock certificate certificates representing Two Hundred Seventy One Thousand One Hundred Seventy Six (271,176) shares of Series A Preferred Stock issued by MPI to NSEBthe Investor Group in the following names and numbers of shares: (i) Transpac Capital Pte Ltd, One Million Six Hundred Twenty Four Thousand Eight Hundred Twenty Two (1,624,822); (ii) Transpac Industrial Holdings Ltd, One Million Five Hundred Ninety Nine Thousand Six Hundred Thirty Two (1,599,632); (iii) Regional Investment Company Ltd, Four Hundred Forty Thousand Eight Hundred Forty Three (440,843); (iv) Natsteel Equity III Pte Ltd, Three Hundred Sixty Six Thousand Five Hundred Twenty Nine (366,529). (fh) MPI shall deliver to NSEB Transpac and its legal counsel copies of the following documents: (i) A copy of the Certificate of Amendment and Bylaws of MPI (as amended through the Conversion Date), certified by the Secretary of MPI as true and correct copies thereof as of the Conversion Date. (ii) A copy of the resolutions of the Board of Directors and shareholders of MPI evidencing the amendment to MPI's Amended and Restated Articles of Incorporation providing for the authorization of the Series A Preferred Stock and the approval of this Agreement and the other agreements, documents, and matters contemplated hereby, certified by the Secretary of MPI to be true, complete and correct. (g) MPI shall deliver to NSEB a written release executed by DBS providing that NSEB is no longer liable for the Account Receivable.

Actions By MPI. (a) MPI shall duly execute and deliver to NSEB FIF a counterpart copy of the form of Registration Rights Agreement attached to this Conversion Agreement as Exhibit "B" and incorporated herein by reference ("Registration Agreement"). (b) MPI's Chief Executive Officer shall duly execute and deliver to NSEB FIF the form of Certificate of Chief Executive Officer attached to this Conversion Agreement as Exhibit "E" and incorporated herein by reference ("Certificate of CEO"), certifying the following matters: (i) Any approvals of MPI's shareholders and directors that may be required under any applicable law, in connection with the transactions contemplated by this Conversion Agreement, have been duly obtained and are in full force and effect as of the Conversion Date. (ii) All of the representations and warranties of MPI set forth in this Conversion Agreement,. the Ancillary Agreements (as defined below) or in any other document delivered to NSEB FIF in connection herewith, are true, accurate, complete, and not misleading in any material respect as of the Conversion Date. (iii) MPI has performed all of the duties and obligations required to be performed by MPI on or prior to the Conversion Date, pursuant to the provisions of this Conversion Agreement, the Ancillary Agreements (as defined below) or in any other document delivered to NSEB FIF in connection herewith. (c) MPI shall cause its legal counsel to duly execute and deliver to NSEB FIF the form of legal opinion letter attached to his Conversion Agreement as Exhibit "F" and incorporated herein by reference ("Legal Opinion"). (d) MPI shall deliver to NSEB FIF copies of certificates of good standing for MPI issued by the California Secretary of State and the California Franchise Tax Board, dated not more than five (5) days prior to the Conversion Date. (e) MPI shall deliver to NSEB FIF the stock certificate representing One Million Three Hundred Twenty Two Thousand Six Hundred Seventy One Thousand One Hundred Seventy Six Forty Seven (271,1761,322,647) shares of Series A Preferred Stock issued by MPI to NSEBFIF. (f) MPI shall deliver to NSEB FIF and its legal counsel copies of the following documents: (i) A copy of the Certificate of Amendment and Bylaws of MPI (as amended through the Conversion Date), certified by the Secretary of MPI as true and correct copies thereof as of the Conversion Date. (ii) A copy of the resolutions of the Board of Directors and shareholders of MPI evidencing the amendment to MPI's Amended and Restated Articles of Incorporation providing for the authorization of the Series A Preferred Stock and the approval of this Agreement and the other agreements, documents, and matters contemplated hereby, certified by the Secretary of MPI to be true, complete and correct. (g) MPI shall deliver to NSEB a written release executed by DBS providing that NSEB is no longer liable for the Account Receivable.

Actions By MPI. (a) MPI shall duly execute and deliver to NSEB TI a counterpart copy of the form of Registration Rights Agreement attached to this Conversion Agreement as Exhibit "B" and incorporated herein by reference ("Registration Agreement"). (b) MPI's Chief Executive Officer shall duly execute and deliver to NSEB TI the form of Certificate of Chief Executive Officer attached to this Conversion Agreement as Exhibit "E" and incorporated herein by reference ("Certificate of CEO"), certifying the following matters: (i) Any approvals of MPI's shareholders and directors that may be required under any applicable law, in connection with the transactions contemplated by this Conversion Agreement, have been duly obtained and are in full force and effect as of the Conversion Date. (ii) All of the representations and warranties of MPI set forth in this Conversion Agreement,. the Ancillary Agreements (as defined below) or in any other document delivered to NSEB TI in connection herewith, are true, accurate, complete, and not misleading in any material respect as of the Conversion Date. (iii) MPI has performed all of the duties and obligations required to be performed by MPI on or prior to the Conversion Date, pursuant to the provisions of this Conversion Agreement, the Ancillary Agreements (as defined below) or in any other document delivered to NSEB TI in connection herewith. (c) MPI shall cause its legal counsel to duly execute and deliver to NSEB TI the form of legal opinion letter attached to his Conversion Agreement as Exhibit "F" and incorporated herein by reference ("Legal Opinion"). (d) MPI shall deliver to NSEB TI copies of certificates of good standing for MPI issued by the California Secretary of State and the California Franchise Tax Board, dated not more than five (5) days prior to the Conversion Date. (e) MPI shall deliver to NSEB TI the stock certificate representing Two Hundred Seventy One Million Fifty Six Thousand One Hundred Seventy Six Twenty Seven (271,1761,056,027) shares of Series A Preferred Stock issued by MPI to NSEBTI. (f) MPI shall deliver to NSEB TI and its legal counsel copies of the following documents: (i) A copy of the Certificate of Amendment and Bylaws of MPI (as amended through the Conversion Date), certified by the Secretary of MPI as true and correct copies thereof as of the Conversion Date. (ii) A copy of the resolutions of the Board of Directors and shareholders of MPI evidencing the amendment to MPI's Amended and Restated Articles of Incorporation providing for the authorization of the Series A Preferred Stock and the approval of this Agreement and the other agreements, documents, and matters contemplated hereby, certified by the Secretary of MPI to be true, complete and correct. (g) MPI shall deliver to NSEB a written release executed by DBS providing that NSEB is no longer liable for the Account Receivable.

Actions By MPI. (a) MPI shall duly execute and deliver to NSEB ORIX a counterpart copy of the form of Registration Rights Agreement attached to this Conversion Agreement as Exhibit "B" and incorporated herein by reference ("Registration Agreement"). (b) MPI's Chief Executive Officer shall duly execute and deliver to NSEB ORIX the form of Certificate of Chief Executive Officer attached to this Conversion Agreement as Exhibit "E" and incorporated herein by reference ("Certificate of CEO"), certifying the following matters: (i) Any approvals of MPI's shareholders and directors that may be required under any applicable law, in connection with the transactions contemplated by this Conversion Agreement, have been duly obtained and are in full force and effect as of the Conversion Date. (ii) All of the representations and warranties of MPI set forth in this Conversion Agreement,. the Ancillary Agreements (as defined below) or in any other document delivered to NSEB ORIX in connection herewith, are true, accurate, complete, and not misleading in any material respect as of the Conversion Date. (iii) MPI has performed all of the duties and obligations required to be performed by MPI on or prior to the Conversion Date, pursuant to the provisions of this Conversion Agreement, the Ancillary Agreements (as defined below) or in any other document delivered to NSEB ORIX in connection herewith. (c) MPI shall cause its legal counsel to duly execute and deliver to NSEB ORIX the form of legal opinion letter attached to his Conversion Agreement as Exhibit "F" and incorporated herein by reference ("Legal Opinion"). (d) MPI shall deliver to NSEB ORIX copies of certificates of good standing for MPI issued by the California Secretary of and State and the California Franchise Tax Board, dated not more than five (5) days prior to the Conversion Date. (e) MPI shall deliver to NSEB ORIX the stock certificate representing Two Four Hundred Seventy One Three Thousand One Five Hundred Seventy Six Eighty Four (271,176473,584) shares of Series A Preferred Stock issued by MPI to NSEBORIX. (f) MPI shall deliver to NSEB ORIX and its legal counsel copies of the following documents: (i) A copy of the Certificate of Amendment and Bylaws of MPI (as amended through the Conversion Date), certified by the Secretary of MPI as true and correct copies thereof as of the Conversion Date. (ii) A copy of the resolutions of the Board of Directors and shareholders of MPI evidencing the amendment to MPI's Amended and Restated Articles of Incorporation providing for the authorization of the Series A Preferred Stock and the approval of this Agreement and the other agreements, documents, and matters contemplated hereby, certified by the Secretary of MPI to be true, complete and correct. (g) MPI shall deliver to NSEB a written release executed by DBS providing that NSEB is no longer liable for the Account Receivable.