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

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

Authorization; Validity of Agreement; Company Action. (a) The Company has full the requisite corporate power and authority to execute and deliver each Basic Document and the Warrants, to issue the Units, the Shortfall Warrants and the Litigation Warrants this Agreement and to consummate the transactions contemplated hereby and thereby, except if more than 2,267,421 shares of Common Stock are required to be issued upon exercise of Warrants, additional shares must be authorized. The Certificate of Designation has been duly approved by the Company and filed with the Department of Consumer & Industry Services of the State of Michiganperform its obligations hereunder. The execution, delivery and performance by the Company of each Basic Document and the Warrants this Agreement, and the consummation by it of the transactions contemplated hereby and thereby Transactions, have been duly and validly authorized by the Board of Directors of the Company and(the “Company Board”), other than shareholder approval of the Charter Amendment, and no other corporate or shareholder action on the part of the Company is necessary to authorize the execution, delivery or and performance by the Company of any Basic Document or Warrant, the issuance of any Units, Shortfall Warrants or Litigation Warrants or this Agreement and the consummation by it of the transactions contemplated hereby and therebyTransactions, except if more than 2,267,421 shares of Common Stock are required to be issued upon exercise of Warrants, additional shares must be authorized and if more than 200,000 shares of Series A-1 Preferred Stock or Series A-2 Preferred are required to be issued by reason that the consummation of the payment of dividends in-kind on such sub-series, additional shares of such sub-series must be authorizedMerger requires the Stockholder Approval. This Agreement, the Registration Rights Agreement, the Attached Warrants and the Shortfall Warrants have Agreement has been duly executed and delivered by the Company and (and, assuming due and valid authorization, execution and delivery hereof of this Agreement by Parent and thereof by the other parties hereto and thereto) this AgreementMerger Sub, the other Basic Documents, the Attached Warrants and the Shortfall Warrants are is a valid and binding obligations obligation of the Company enforceable against the Company in accordance with their its terms, except that (i) such enforcement may be subject to applicable bankruptcy, reorganization, insolvency, reorganization, moratorium or other similar lawsLaws, now or hereafter in effect, affecting creditors' ’ rights generally, generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. If issued brought (the “General Enforceability Exceptions”). (b) Assuming the accuracy of the representations and warranties in accordance Section 4.4(a), the affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock entitled to vote thereon to adopt this Agreement (the “Stockholder Approval”) is the only vote or consent of the holders of any class or series of the Company’s capital stock that is necessary in connection with the terms consummation of Section 5.04 hereofthe Merger. (c) At a meeting duly called and held, the Litigation Warrants will be valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except that Board (i) such enforcement may be subject determined that the Merger is fair to applicable bankruptcyand in the best interests of the Company’s stockholders, insolvency(ii) approved and declared advisable the execution, reorganizationdelivery and performance of this Agreement and the consummation of the Transactions, moratorium or other similar laws, now or hereafter in effect, affecting creditors' rights generallyincluding the Merger, and (iiiii) the remedy of specific performance and injunctive and other forms of equitable relief may be resolved (subject to equitable defenses and Section 5.2) to recommend to the discretion of Company’s stockholders that they adopt this Agreement (such recommendation, the court before which any proceeding therefor may “Company Recommendation”) and direct that such matter be broughtsubmitted for consideration by the Company’s stockholders at the Special Meeting.

Authorization; Validity of Agreement; Company Action. (a) The Company has full corporate power and authority to execute and deliver each Basic Document and this Agreement (including the Warrants, to issue the UnitsPlan of Merger), the Shortfall Warrants and the Litigation Warrants Option Agreement and to consummate the transactions contemplated hereby and thereby, except if more than 2,267,421 shares of Common Stock are required to be issued upon exercise of Warrants, additional shares must be authorized. The Certificate of Designation has been duly approved by the Company and filed with the Department of Consumer & Industry Services of the State of MichiganTransactions. The execution, delivery and performance by the Company of each Basic Document this Agreement (including the Plan of Merger) and the Warrants Option Agreement, and the consummation by it of the transactions contemplated hereby and thereby Transactions, have been duly and validly authorized by the Company Board of Directors of the Company and, other than shareholder approval of the Charter Amendment, and no other corporate or shareholder action on the part of the Company is necessary (other than, with respect to the Merger, the approval and adoption of the Merger, this Agreement and the Plan of Merger by holders of a majority of the Shares) to authorize the execution, execution and delivery or performance by the Company of any Basic Document or Warrantthis Agreement and the Option Agreement, the issuance of any Units, Shortfall Warrants or Litigation Warrants or and the consummation by it of the transactions contemplated hereby and thereby, except if more than 2,267,421 shares Transactions. Each of Common Stock are required to be issued upon exercise of Warrants, additional shares must be authorized and if more than 200,000 shares of Series A-1 Preferred Stock or Series A-2 Preferred are required to be issued by reason of the payment of dividends in-kind on such sub-series, additional shares of such sub-series must be authorized. This Agreement, the Registration Rights Agreement, the Attached Warrants this Agreement and the Shortfall Warrants have Option Agreement has been duly executed and delivered by the Company and (and, assuming due and valid authorization, execution and delivery hereof and thereof by the other parties hereto and thereto) this Agreement, the other Basic Documents, the Attached Warrants Parent and the Shortfall Warrants are Purchaser, is a valid and binding obligations obligation of the Company enforceable against the Company in accordance with their terms, its terms except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws, now or hereafter in effect, affecting creditors' rights generally, generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. If issued in accordance with the terms of Section 5.04 hereof, the Litigation Warrants will be valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws, now or hereafter in effect, affecting creditors' rights generally, and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding proceedings therefor may be brought. (b) The Company Board of Directors has duly and validly approved this Agreement, the Plan of Merger, the Option Agreement, the Shareholders Agreement and the Transactions, including the Offer, the Merger, and the acquisition of Shares pursuant to the Offer, the Option Agreement, the Shareholders Agreement and the Merger for the purposes of Article 14 and Article 14.1 of the VSCA such that the provisions of Article 14 and Article 14.1 of the VSCA will not apply to any of the Transactions, including the Offer and the Merger, such approval occurring prior to the time Parent or the Purchaser became an "interested shareholder," as that term is defined in Section 13.1-725 of the VSCA. This Agreement, the Plan of Merger, the Option Agreement, the Shareholders Agreement and the Transactions have been duly and validly approved by at least a majority of the "disinterested directors" of the Company, as that term is defined in Section 13.1-725 of the VSCA.

Authorization; Validity of Agreement; Company Action. (a) The Company has full corporate power and authority to execute and deliver each Basic Document and the Warrants, to issue the Units, the Shortfall Warrants and the Litigation Warrants this Agreement and to consummate the transactions contemplated hereby and thereby, except if more than 2,267,421 shares of Common Stock are required to be issued upon exercise of Warrants, additional shares must be authorized. The Certificate of Designation has been duly approved by the Company and filed with the Department of Consumer & Industry Services of the State of MichiganTransactions. The execution, delivery and performance by the Company of each Basic Document and the Warrants this Agreement, and the consummation by it of the transactions contemplated hereby and thereby Transactions, have been duly and validly authorized by the Board of Directors of the Company and(the “Company Board”), other than shareholder approval of the Charter Amendment, and no other corporate or shareholder action on the part of the Company is necessary to authorize the execution, execution and delivery or performance by the Company of any Basic Document or Warrant, the issuance of any Units, Shortfall Warrants or Litigation Warrants or this Agreement and the consummation by it of the transactions contemplated hereby and therebyTransactions, except if more than 2,267,421 shares of Common Stock are required to be issued upon exercise of Warrants, additional shares must be authorized and if more than 200,000 shares of Series A-1 Preferred Stock or Series A-2 Preferred are required to be issued by reason that the consummation of the payment of dividends in-kind on such sub-series, additional shares of such sub-series must be authorizedMerger requires the Company Shareholder Approval. This Agreement, the Registration Rights Agreement, the Attached Warrants and the Shortfall Warrants have Agreement has been duly executed and delivered by the Company and (and, assuming due and valid authorization, execution and delivery hereof of this Agreement by Acquiror and thereof by the other parties hereto and thereto) this AgreementAcquisition Sub, the other Basic Documents, the Attached Warrants and the Shortfall Warrants are is a valid and binding obligations obligation of the Company enforceable against the Company in accordance with their its terms, except that (i) such enforcement may be subject to applicable bankruptcy, reorganization, insolvency, reorganization, moratorium or other similar laws, now or hereafter in effect, Laws affecting creditors' ’ rights generally, generally and (ii) the remedy of specific performance and injunctive and other forms general principles of equitable relief may be subject to equitable defenses and to the discretion relief. (b) The affirmative vote of the court before which holders of three-fourths of the outstanding Shares entitled to vote (not including any proceeding therefor may be brought. If issued shares deemed beneficially owned by a “Related Person,” as defined in the Company’s Restated Articles of Incorporation), as well as of a majority of the voting power present, in accordance with the terms Company’s Restated Articles of Section 5.04 hereofIncorporation to adopt this Agreement (the “Company Shareholder Approval”) is the only vote or consent of the holders of any class or series of the Company’s capital stock, or any of them, that is necessary in connection with the consummation of the Merger. (c) At a meeting duly called and held, the Litigation Warrants will be valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except that Board unanimously (i) such enforcement may be subject determined that this Agreement and the Transactions are fair to applicable bankruptcyand in the best interests of the Company’s shareholders, insolvency, reorganization, moratorium or other similar laws, now or hereafter in effect, affecting creditors' rights generally, and (ii) approved this Agreement and the remedy Transactions, (iii) directed that the adoption of specific performance this Agreement be submitted to a vote at a meeting of the Company’s shareholders and injunctive and other forms of equitable relief may be (iv) resolved (subject to equitable defenses Section 5.3(d), Section 5.3(e) and Section 5.3(f)) to recommend to the discretion of Company’s shareholders that they adopt this Agreement (such recommendation, the court before which any proceeding therefor may be brought“Company Recommendation”).

Authorization; Validity of Agreement; Company Action. (a) The Company has full the requisite corporate power and authority to execute and deliver each Basic Document this Agreement, and, subject to the terms and the Warrantsconditions of this Agreement, to issue the Units, the Shortfall Warrants and the Litigation Warrants and to consummate the transactions contemplated hereby and thereby, except if more than 2,267,421 shares of Common Stock are required to be issued upon exercise of Warrants, additional shares must be authorized. The Certificate of Designation has been duly approved by the Company and filed with the Department of Consumer & Industry Services of the State of MichiganContemplated Transactions. The execution, delivery and performance by the Company of each Basic Document and the Warrants this Agreement, and the consummation by it the Company of the transactions contemplated hereby and thereby Contemplated Transactions, have been duly authorized by the Board Board. Except for the filing and recordation of Directors of appropriate merger documents as required by the Company and, other than shareholder approval of the Charter AmendmentDGCL, no other corporate or shareholder action on the part of the Company is necessary to authorize the execution, execution and delivery or performance by the Company of any Basic Document or Warrantthis Agreement and, subject to the issuance terms and conditions of any Unitsthis Agreement, Shortfall Warrants or Litigation Warrants or the consummation by it of the transactions contemplated hereby and thereby, except if more than 2,267,421 shares of Common Stock are required to be issued upon exercise of Warrants, additional shares must be authorized and if more than 200,000 shares of Series A-1 Preferred Stock or Series A-2 Preferred are required to be issued by reason of the payment of dividends in-kind on such sub-series, additional shares of such sub-series must be authorizedContemplated Transactions. This Agreement, the Registration Rights Agreement, the Attached Warrants and the Shortfall Warrants have Agreement has been duly executed and delivered by the Company and (assuming due and valid authorization, execution and delivery hereof by each of the Purchaser Parties and thereof by assuming the other parties hereto and thereto) this Agreementaccuracy of the representations in Section 5.7), the other Basic Documents, the Attached Warrants and the Shortfall Warrants are is a valid and binding obligations obligation of the Company enforceable against the Company in accordance with their its terms, except that as enforceability may be limited by the Enforceability Exceptions. (b) The Board, at a meeting duly called and held, as determined in good faith, after consultation with its financial advisor and outside legal counsel, has unanimously (i) such enforcement may be subject to applicable bankruptcydetermined that this Agreement and the Contemplated Transactions, insolvencyincluding the Offer and the Merger, reorganization, moratorium or other similar laws, now or hereafter are advisable and in effect, affecting creditors' rights generallythe best interests of, and fair to, the Company’s stockholders (other than the members of the Purchaser Group); (ii) approved this Agreement and the remedy of specific performance Contemplated Transactions, including the Offer and injunctive the Merger; and other forms of equitable relief may be subject (iii) resolved to equitable defenses and to recommend that the discretion of the court before which any proceeding therefor may be brought. If issued in accordance with the terms of Section 5.04 hereof, the Litigation Warrants will be valid and binding obligations stockholders of the Company enforceable against accept the Offer and tender their Shares in the Offer. Each member of the Board is not (and has never been) employed by, and does not serve (and has never served) on the board of directors of, and does not have (nor has he or she ever had) any material relationship with, any of the Purchaser Parties or any of their Affiliates or any of their officers or directors; provided that the fact that Parent is the majority stockholder of the Company does not, in accordance with their termsand of itself, except that (i) such enforcement may be subject constitute a material relationship. The Board had the opportunity to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws, now or hereafter in effect, affecting creditors' rights generallyhire, and (ii) the remedy of specific performance in fact hired, legal and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion financial advisors that are independent of the court before which any proceeding therefor may be broughtPurchaser Parties and their Affiliates.

Authorization; Validity of Agreement; Company Action. (a) The Company has full all necessary corporate power and authority to execute and deliver each Basic Document and the Warrants, to issue the Units, the Shortfall Warrants and the Litigation Warrants this Agreement and to consummate the transactions contemplated hereby and thereby, except if more than 2,267,421 shares of Common Stock are required to be issued upon exercise of Warrants, additional shares must be authorized. The Certificate of Designation has been duly approved by the Company and filed with the Department of Consumer & Industry Services of the State of MichiganTransactions. The execution, delivery and performance by the Company of each Basic Document and the Warrants this Agreement, and the consummation by it of the transactions contemplated hereby and thereby Transactions, have been duly and validly authorized by the Board of Directors of the Company and(the “Company Board”), other than shareholder approval of the Charter Amendment, and no other corporate or shareholder action on the part of the Company is necessary to authorize the execution, execution and delivery or performance by the Company of any Basic Document or Warrant, the issuance of any Units, Shortfall Warrants or Litigation Warrants or this Agreement and the consummation by it of the transactions contemplated hereby and therebyTransactions, except if more than 2,267,421 shares of Common Stock are required to be issued upon exercise of Warrants, additional shares must be authorized and if more than 200,000 shares of Series A-1 Preferred Stock or Series A-2 Preferred are required to be issued by reason that the consummation of the payment of dividends in-kind on such sub-series, additional shares of such sub-series must be authorizedMerger requires the Stockholder Approval. This Agreement, the Registration Rights Agreement, the Attached Warrants and the Shortfall Warrants have Agreement has been duly executed and delivered by the Company and (and, assuming due and valid authorization, execution and delivery hereof of this Agreement by Parent and thereof by the other parties hereto and thereto) this AgreementMerger Sub, the other Basic Documents, the Attached Warrants and the Shortfall Warrants are is a valid and binding obligations obligation of the Company enforceable against the Company in accordance with their its terms, except that (i) such enforcement may be subject to applicable bankruptcy, reorganization, insolvency, reorganization, moratorium or other similar lawsLaws, now or hereafter in effect, affecting creditors' ’ rights generally, and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. If issued in accordance with the terms of Section 5.04 hereof, the Litigation Warrants will be valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws, now or hereafter in effect, affecting creditors' rights generally, generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (b) Assuming the accuracy of the representation and warranty in Section 4.4, the affirmative vote of the holders of at least seventy-five percent of the voting power of the outstanding Shares, as determined in accordance with the Company’s Certificate of Incorporation, to approve this Agreement (the “Stockholder Approval”) is the only vote or consent of the holders of any class or series of the Company’s capital stock, or any of them, that is necessary in connection with the consummation of the Merger. (c) At a meeting duly called and held, the Company Board unanimously (i) determined that this Agreement and the Transactions are advisable, fair to and in the best interests of the Company and its stockholders, (ii) approved this Agreement and the Transactions, (iii) directed that the approval of this Agreement be submitted to a vote at a meeting of the Company’s stockholders, (iv) resolved (subject to Section 5.2) to recommend to the Company’s stockholders that they approve this Agreement (such recommendation, the “Company Recommendation”). (d) The copies of the Company’s Restated Certificate of Incorporation (the “Certificate of Incorporation”) and the Company’s Amended and Restated By-laws, each in the form most recently filed in the Company SEC Documents, are true, complete and correct copies of such documents as in effect as of the date of this Agreement.

Authorization; Validity of Agreement; Company Action. (a) The Company has full all necessary corporate power and authority to execute and deliver each Basic Document and the Warrants, to issue the Units, the Shortfall Warrants and the Litigation Warrants this Agreement and to consummate the transactions contemplated hereby and thereby, except if more than 2,267,421 shares of Common Stock are required to be issued upon exercise of Warrants, additional shares must be authorized. The Certificate of Designation has been duly approved by the Company and filed with the Department of Consumer & Industry Services of the State of MichiganTransactions. The execution, delivery and performance by the Company of each Basic Document and the Warrants this Agreement, and the consummation by it of the transactions contemplated hereby and thereby Transactions, have been duly and validly authorized by the Board of Directors of the Company and(the “Company Board”), other than shareholder approval of the Charter Amendment, and no other corporate or shareholder action on the part of the Company is necessary to authorize the execution, execution and delivery or performance by the Company of any Basic Document or Warrant, the issuance of any Units, Shortfall Warrants or Litigation Warrants or this Agreement and the consummation by it of the transactions contemplated hereby and therebyTransactions, except if more than 2,267,421 shares of Common Stock are required to be issued upon exercise of Warrants, additional shares must be authorized and if more than 200,000 shares of Series A-1 Preferred Stock or Series A-2 Preferred are required to be issued by reason that the consummation of the payment of dividends in-kind on such sub-series, additional shares of such sub-series must be authorizedMerger requires the Shareholder Approval. This Agreement, the Registration Rights Agreement, the Attached Warrants and the Shortfall Warrants have Agreement has been duly executed and delivered by the Company and (and, assuming due and valid authorization, execution and delivery hereof of this Agreement by Parent and thereof by the other parties hereto and thereto) this AgreementMerger Sub, the other Basic Documents, the Attached Warrants and the Shortfall Warrants are is a valid and binding obligations obligation of the Company enforceable against the Company in accordance with their its terms, except that (i) such enforcement may be subject to applicable bankruptcy, reorganization, insolvency, reorganization, moratorium or other similar lawsLaws, now or hereafter in effect, affecting creditors' ’ rights generally, and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. If issued in accordance with the terms of Section 5.04 hereof, the Litigation Warrants will be valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws, now or hereafter in effect, affecting creditors' rights generally, generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (b) Assuming the accuracy of the representation and warranty in Section 4.4, the affirmative vote of the holders of at least a majority of the voting power of the outstanding Shares to approve this Agreement (the “Shareholder Approval”) is the only vote or consent of the holders of any class or series of the Company’s capital stock, or any of them, that is necessary in connection with the consummation of the Merger. (c) At a meeting duly called and held, the Company Board unanimously (i) determined that this Agreement and the Transactions are advisable, fair to and in the best interests of the Company and its shareholders, (ii) approved this Agreement and the Transactions, (iii) directed that the approval of this Agreement be submitted to a vote at a meeting of the Company’s shareholders, (iv) resolved (subject to Section 5.2) to recommend to the Company’s shareholders that they approve this Agreement (such recommendation, the “Company Recommendation”). (d) The copies of the Company’s Amended and Restated Certificate of Incorporation (the “Articles of Incorporation”) and the Company’s Amended and Restated Bylaws, each in the form most recently filed in the Company SEC Documents, are true, complete and correct copies of such documents as in effect as of the date of this Agreement.

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

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

Authorization; Validity of Agreement; Company Action. The (a) Assuming the accuracy of the representations in Section 5.7, the Company has full the requisite corporate power and authority to execute and deliver each Basic Document and this Agreement, and, subject to obtaining the WarrantsCompany Stockholder Approval, to issue the Units, the Shortfall Warrants and the Litigation Warrants and to consummate the transactions contemplated hereby and thereby, except if more than 2,267,421 shares of Common Stock are required to be issued upon exercise of Warrants, additional shares must be authorized. The Certificate of Designation has been duly approved by the Company and filed with the Department of Consumer & Industry Services of the State of MichiganContemplated Transactions. The execution, delivery and performance by the Company of each Basic Document and the Warrants this Agreement, and the consummation by it the Company of the transactions contemplated hereby and thereby Contemplated Transactions, have been duly authorized by the Board of Directors Board. Assuming the accuracy of the representations in Section 5.7, except for obtaining the Company and, other than shareholder approval Stockholder Approval and the filing and recordation of appropriate merger documents as required by the Charter AmendmentDGCL, no other corporate or shareholder action on the part of the Company is necessary to authorize the execution, execution and delivery or performance by the Company of any Basic Document or Warrant, the issuance of any Units, Shortfall Warrants or Litigation Warrants or this Agreement and the consummation by it of the transactions contemplated hereby and thereby, except if more than 2,267,421 shares of Common Stock are required to be issued upon exercise of Warrants, additional shares must be authorized and if more than 200,000 shares of Series A-1 Preferred Stock or Series A-2 Preferred are required to be issued by reason of the payment of dividends in-kind on such sub-series, additional shares of such sub-series must be authorizedContemplated Transactions. This Agreement, the Registration Rights Agreement, the Attached Warrants and the Shortfall Warrants have Agreement has been duly executed and delivered by the Company and and, subject to the Company Stockholder Approval (assuming due and valid authorization, execution and delivery hereof by each of the Purchaser Parties and thereof by assuming the other parties hereto and thereto) this Agreementaccuracy of the representations in Section 5.7), the other Basic Documents, the Attached Warrants and the Shortfall Warrants are is a valid and binding obligations obligation of the Company enforceable against the Company in accordance with their its terms, except that as enforceability may be limited by the Enforceability Exceptions. (b) The Special Committee is composed of three members of the Board who are Unaffiliated Directors. The Board, at a meeting duly called and held, and acting upon the recommendation of the Special Committee (as determined in good faith, after consultation with its financial advisor and outside legal counsel), has (i) such enforcement may be subject to applicable bankruptcydetermined that this Agreement and the Contemplated Transactions, insolvencyincluding the Merger, reorganization, moratorium or other similar laws, now or hereafter are advisable and in effect, affecting creditors' rights generallythe best interests of, and fair to, the Company’s stockholders (other than members of the Purchaser Group and any Section 16 Officers); (ii) approved this Agreement and the remedy of specific performance Contemplated Transactions, including the Merger; and injunctive and other forms of equitable relief may be subject (iii) resolved to equitable defenses and to recommend that the discretion of the court before which any proceeding therefor may be brought. If issued in accordance with the terms of Section 5.04 hereof, the Litigation Warrants will be valid and binding obligations stockholders of the Company enforceable against approve the adoption of this Agreement and the Merger. The Board, acting upon the recommendation of the Special Committee, has directed that this Agreement be submitted to the stockholders of the Company in accordance with at the Company Meeting for their terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws, now or hereafter in effect, affecting creditors' rights generally, and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be broughtadoption.

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

Authorization; Validity of Agreement; Company Action. The (a) Assuming the accuracy of the representations in Section 5.7, the Company has full the requisite corporate power and authority to execute and deliver each Basic Document and this Agreement, and, subject to obtaining the WarrantsCompany Stockholder Approval, to issue the Units, the Shortfall Warrants and the Litigation Warrants and to consummate the Merger and the transactions contemplated hereby and thereby, except if more than 2,267,421 shares of Common Stock are required to be issued upon exercise of Warrants, additional shares must be authorized. The Certificate of Designation has been duly approved by the Company and filed with the Department of Consumer & Industry Services of the State of Michiganhereby. The execution, delivery and performance by the Company of each Basic Document and the Warrants this Agreement, and the consummation by it the Company of the Merger and the transactions contemplated hereby and thereby hereby, have been duly authorized by the Board of Directors Board. Assuming the accuracy of the representations in Section 5.7, except for obtaining the Company and, other than shareholder approval Stockholder Approval and the filing and recordation of appropriate merger documents as required by the Charter AmendmentDGCL, no other corporate or shareholder action on the part of the Company is necessary to authorize the execution, execution and delivery or performance by the Company of any Basic Document or Warrant, the issuance of any Units, Shortfall Warrants or Litigation Warrants or this Agreement and the consummation by it of the Merger and the transactions contemplated hereby and thereby, except if more than 2,267,421 shares of Common Stock are required to be issued upon exercise of Warrants, additional shares must be authorized and if more than 200,000 shares of Series A-1 Preferred Stock or Series A-2 Preferred are required to be issued by reason of the payment of dividends in-kind on such sub-series, additional shares of such sub-series must be authorizedhereby. This Agreement, the Registration Rights Agreement, the Attached Warrants and the Shortfall Warrants have Agreement has been duly executed and delivered by the Company and and, subject to the Company Stockholder Approval (assuming due and valid authorization, execution and delivery hereof by each of the Purchaser Parties and thereof by assuming the other parties hereto and thereto) this Agreementaccuracy of the representations in Section 5.7), the other Basic Documents, the Attached Warrants and the Shortfall Warrants are is a valid and binding obligations obligation of the Company enforceable against the Company in accordance with their its terms, except that as enforceability may be limited by the Enforceability Exceptions. (b) The Special Committee is composed of three members of the Board who are Unaffiliated Directors. The Board, at a meeting duly called and held, and acting upon the recommendation of the Special Committee (as determined in good faith, after consultation with its financial advisor and outside legal counsel), (other than HP Jin and Xxxxxx Xxxx) has unanimously (i) such enforcement may be subject to applicable bankruptcydetermined that this Agreement, insolvency, reorganization, moratorium or other similar laws, now or hereafter the Merger and the transactions contemplated hereby are advisable and in effect, affecting creditors' rights generallythe best interests of, and fair to, the Company’s stockholders; (ii) approved this Agreement and the remedy of specific performance Merger; and injunctive and other forms of equitable relief may be subject (iii) resolved to equitable defenses and to recommend that the discretion of the court before which any proceeding therefor may be brought. If issued in accordance with the terms of Section 5.04 hereof, the Litigation Warrants will be valid and binding obligations stockholders of the Company enforceable against adopt the Merger Agreement and approve the Merger. The Board, acting upon the recommendation of the Special Committee, has directed that this Agreement be submitted to the stockholders of the Company in accordance with at the Company Meeting for their terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws, now or hereafter in effect, affecting creditors' rights generally, and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be broughtadoption.

Authorization; Validity of Agreement; Company Action. The Company has full the requisite corporate power and authority to execute and deliver this Agreement and each Basic Document of the agreements and instruments contemplated by this Agreement, including the Warrants, to issue the UnitsName Assignment and License Agreement (collectively, the Shortfall Warrants and the Litigation Warrants "Ancillary Agreements") to which it is a party and to consummate the transactions contemplated hereby and thereby, except if more than 2,267,421 shares of Common Stock are required to be issued upon exercise of Warrants, additional shares must be authorized. The Certificate of Designation has been duly approved by the Company and filed with the Department of Consumer & Industry Services of the State of Michigan. The execution, delivery and performance by the Company of each Basic Document this Agreement, the Ancillary Agreements to which it is a party and the Warrants consummation by the Company of the transactions contemplated hereby and thereby have been duly and validly authorized by the Company Board of Directors; the shareholders of the Company have approved the Merger, this Agreement and the transactions contemplated hereby by action by written consent in accordance with Sections 6.202 and 21.457 of the TBOC and such consent has not been amended, rescinded or modified; and no other corporate proceedings on the part of the Company are necessary to authorize the execution and delivery by the Company of this Agreement, the Ancillary Agreements to which it is a party and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized thereby. Prior to the Effective Time, the changes to the broker-splits provided for in the agreements contemplated by the Board of Directors Section 8.3(i) or as set forth on Section 4.4 of the Company andDisclosure Schedule will have been approved by all requisite board, committee, officer or other than shareholder approval of the Charter Amendment, no other corporate or shareholder action on the part of the Company or any Company Subsidiary. Each of this Agreement and the Ancillary Agreements to which it is necessary to authorize the execution, delivery or performance a party executed by the Company of any Basic Document or Warrantcontemporaneously herewith has been, the issuance of any Units, Shortfall Warrants or Litigation Warrants or the consummation by it and each of the transactions contemplated hereby and thereby, except if more than 2,267,421 shares of Common Stock are required Ancillary Agreements to be issued upon exercise of Warrantsexecuted by the Company after the date hereof will be, additional shares must be authorized duly and if more than 200,000 shares of Series A-1 Preferred Stock or Series A-2 Preferred are required to be issued by reason of the payment of dividends in-kind on such sub-series, additional shares of such sub-series must be authorized. This Agreement, the Registration Rights Agreement, the Attached Warrants and the Shortfall Warrants have been duly validly executed and delivered by the Company and (and, assuming the due and valid authorization, execution and delivery hereof and thereof by Parent and Merger Sub and the other parties hereto and thereto) this party to each Ancillary Agreement, is, or in the other Basic Documentscase of any Ancillary Agreement to be executed after the date hereof, the Attached Warrants and the Shortfall Warrants are will be, a valid and binding obligations obligation of the Company enforceable against the Company in accordance with their its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws, now or hereafter in effect, affecting creditors' rights generally, and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. If issued in accordance with the terms of Section 5.04 hereof, the Litigation Warrants will be valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium insolvency or other similar laws, now or hereafter in effect, affecting creditors' rights generally, and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.