Common use of Organization; Corporate Existence Clause in Contracts

Organization; Corporate Existence. (a) The Borrower (i) is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, (ii) has all requisite corporate power and authority to own its properties and to carry on its business as now conducted and as proposed hereafter to be conducted, (iii) is qualified to do business as a foreign corporation in each jurisdiction (including, without limitation, the State of Texas) in which the failure of the Borrower to be so qualified would have a Material Adverse Effect, and (iv) has all requisite corporate power and authority to execute and deliver, and perform all of its obligations under, the Loan Documents. True and complete copies of the Organic Documents of the Borrower, together with all amendments thereto, have been furnished to the Lender. (b) On the date of this Agreement, the outstanding capital stock of the Company, and the number and amount of all outstanding options, warrants, convertible securities, subscriptions and other rights to acquire capital stock of the Company, are as set forth in Schedule 3.02 of the Disclosure Schedule. (c) Schedule 3.02 of the Disclosure Schedule further sets forth, with respect to each Active Subsidiary on the date of this Agreement, (i) its proper legal name, (ii) its jurisdiction of incorporation or formation, (iii) the jurisdictions in which it is qualified to do business as a foreign entity, (iv) the number of shares of capital stock or ownership interests outstanding, and (v) the owner of such outstanding capital stock or other ownership interests. Each of the Active Subsidiaries (A) is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation, (B) has all requisite power and authority to own its properties and to carry on its business as now conducted and as proposed hereafter to be conducted, and to execute and deliver, and perform all of its obligations under, the Loan Documents to which it is a party, and (C) is not required to be qualified to do business as a foreign entity in any jurisdiction in which it is not so qualified and the failure to be so qualified would reasonably be expected to have a Material Adverse Effect. True and complete copies of the Organic Documents of each Active Subsidiary, together with all amendments thereto to the date hereof, have been furnished to the Lender. (d) On the date of this Agreement, the Borrower has no Subsidiaries other than the Active Subsidiaries and the Dissolving Subsidiaries. Each of the Dissolving Subsidiaries (i) has no material assets or liabilities, (ii) is not engaged in the conduct of any active business operations, and (iii) is actively pursuing its dissolution as a legal entity.

Organization; Corporate Existence. (a) The Borrower Each of the Loan Parties (i) with respect to the Borrower is a corporation duly organized, validly existing and in good standing under the laws of the State of DelawareMissouri, (ii) with respect to each other Loan Party is duly organized and validly existing and in good standing under the laws indicated with respect to such other Loan Party on Schedule 3.02 of the Disclosure Schedule and is the type of entity indicated with respect to such other Loan Party on Schedule 3.02 of the Disclosure Schedule, (iii) has all requisite corporate power and authority to own own, lease and operate its properties and to carry on its business as now conducted and as proposed hereafter to be conducted, (iiiiv) is qualified to do business as a foreign corporation entity in each jurisdiction (including, without limitation, the State of Texas) in which the failure of the Borrower such Loan Party to be so qualified would could reasonably be expected to have a Material Adverse Effect, and (ivv) has all requisite corporate right, power and authority to execute and deliver, and perform all of its obligations under, the Loan Documents to which it is a party and to consummate all of the transactions contemplated by the Loan Documents. True and complete copies of the Organic Documents of the Borrowereach Loan Party, together with all amendments and modifications thereto, have been furnished to the LenderAgent. (b) On The Borrower is a direct and Wholly-Owned Subsidiary of the date Parent. The outstanding Capital Stock of this Agreementthe Borrower, the outstanding capital stock of Subsidiaries and the CompanyParent, and the number and amount of all outstanding options, warrants, convertible securities, subscriptions and other rights to acquire capital stock Capital Stock of the CompanyBorrower, the Subsidiaries and the Parent, in each case, as of the Closing Date, are as set forth in Schedule 3.02 of the Disclosure Schedule. (c) Schedule 3.02 of the Disclosure Schedule further sets forth, with respect to each Active Subsidiary on the date of this Agreement, (i) its proper legal name, (ii) its jurisdiction of incorporation or formation, (iii) the jurisdictions in which it is qualified to do business as a foreign entity, (iv) the number of shares of capital stock or ownership interests outstanding, and (v) the owner of such outstanding capital stock or other ownership interests. Each of the Active Subsidiaries (A) is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation, (B) has all requisite power and authority to own its properties and to carry on its business as now conducted and as proposed hereafter to be conducted, and to execute and deliver, and perform all of its obligations under, the Loan Documents to which it is a party, and (C) is not required to be qualified to do business as a foreign entity in any jurisdiction in which it is not so qualified and the failure to be so qualified would reasonably be expected to have a Material Adverse Effect. True and complete copies of the Organic Documents of each Active Subsidiary, together with all amendments thereto to the date hereof, have been furnished to the Lender. (d) On the date of this AgreementClosing Date, the Borrower has no Subsidiaries and the Parent has no Subsidiaries other than the Active Subsidiaries and the Dissolving Subsidiaries. Each of the Dissolving Subsidiaries (i) has no material assets or liabilities, (ii) is not engaged in the conduct of any active business operations, and (iii) is actively pursuing its dissolution as a legal entityBorrower.

Organization; Corporate Existence. (a) The Borrower (i) is a corporation duly organized, validly existing and in good standing under the laws of the State of DelawareNevada, (ii) has all requisite corporate power and authority to own its properties and to carry on its business as now conducted and as proposed hereafter to be conducted, (iii) is qualified to do business as a foreign corporation in each jurisdiction (including, without limitation, the State of Texas) in which the failure of the Borrower to be so qualified would have a Material Adverse Effect, and (iv) has all requisite corporate power and authority to execute and deliver, and perform all of its obligations under, the Loan Documents. True and complete copies of the Organic Documents of the Borrower, together with all amendments theretothereto to the date hereof, have been furnished to the Lender. (b) On the date of this Agreement, the outstanding capital stock of the CompanyBorrower, and the number and amount of all outstanding options, warrants, convertible securities, subscriptions and other rights to acquire capital stock of the CompanyBorrower, and the number of shares reserved or to be reserved under outstanding, authorized or proposed option plans or the like, are as set forth in Schedule 3.02 of the Disclosure Schedule. All of such outstanding capital stock is validly issued, fully paid and nonassessable. Except as set forth in such Schedule 3.02, no holders of any such securities have any registration rights in respect thereof. (c) Schedule 3.02 of the Disclosure Schedule further sets forth, with respect to each Active Subsidiary on the date of this Agreement, (i) its proper legal name, (ii) its jurisdiction of incorporation or formation, (iii) the jurisdictions in which it is qualified to do business as a foreign entity, (iv) the number of shares of capital stock stock, equity securities or ownership interests outstandingoutstanding (all of which are validly issued, fully paid and nonassessable), and (v) the owner owner(s) of such outstanding capital stock stock, equity securities or other ownership interests. Each of the Active Subsidiaries (A) is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation, (B) has all requisite power and authority to own its properties and to carry on its business as now conducted and as proposed hereafter to be conducted, and to execute and deliver, and perform all of its obligations under, the Loan Documents to which it is a party, and (C) is not required to be qualified to do business as a foreign entity in any jurisdiction in which it is not so qualified and the failure to be so qualified would reasonably be expected to have a Material Adverse Effect. True and complete copies of the Organic Documents of each Active Subsidiary, together with all amendments thereto to the date hereof, have been furnished to the Lender. (d) On the date of this Agreement, the Borrower has no Subsidiaries other than the Active Subsidiaries and the Dissolving Subsidiaries. Each of the Dissolving Subsidiaries (i) has no material assets or liabilities, (ii) is not engaged in the conduct of any active business operations, and (iii) is actively pursuing its dissolution as a legal entity.

Organization; Corporate Existence. (a) The Borrower (i) is a corporation duly organized, validly existing and in good standing under the laws of the State of DelawareCalifornia, (ii) has all requisite corporate power and authority to own its properties and to carry on its business as now conducted and as proposed hereafter to be conducted, (iii) is qualified to do business as a foreign corporation in each jurisdiction (including, without limitation, the State of Texas) in which the failure of the Borrower to be so qualified would have a Material Adverse Effect, and (iv) has all requisite corporate power and authority to execute and deliver, and perform all of its obligations under, the Acquisition Documents and the Loan DocumentsDocuments to which it is a party. True and complete copies of the Organic Documents of the Borrower, together with all amendments thereto, have been furnished to the Lender. (b) On the date of this Agreement, the outstanding capital stock membership interests of the CompanyParent, and the number and amount of all outstanding options, warrants, convertible securities, subscriptions and other rights to acquire capital stock of any membership interest in the CompanyParent, and the record and beneficial owners thereof, are as set forth in Schedule 3.02 of the Disclosure Schedule. After giving effect to the consummation of the Acquisition and the Merger, and at all times thereafter, the Parent shall be the sole shareholder of MTS (which shall succeed to the rights and obligations of the Borrower hereunder, under the other Loan Documents) and under the Seller Note), and there are and will be no outstanding options, warrants, convertible securities, subscriptions or other rights to acquire any capital stock of the Borrower (or, following the Merger, MTS). (c) Schedule 3.02 As of the Disclosure Schedule further sets forthClosing Date, with respect to each Active Subsidiary on the date of this Agreement, (i) its proper legal name, (ii) its jurisdiction of incorporation or formation, (iii) the jurisdictions in which it is qualified to do business as a foreign entity, (iv) the number of shares of capital stock or ownership interests outstanding, and (v) the owner of such outstanding capital stock or other ownership interests. Each of the Active Subsidiaries (A) is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation, (B) has all requisite power and authority to own its properties and to carry on its business as now conducted and as proposed hereafter to be conducted, and to execute and deliver, and perform all of its obligations under, the Loan Documents to which it is a party, and (C) is not required to be qualified to do business as a foreign entity in any jurisdiction in which it is not so qualified and the failure to be so qualified would reasonably be expected to have a Material Adverse Effect. True and complete copies of the Organic Documents of each Active Subsidiary, together with all amendments thereto after giving effect to the date hereof, have been furnished to the Lender. (d) On the date of this AgreementMerger, the Borrower has no Subsidiaries other than the Active Subsidiaries and the Dissolving Subsidiaries. Each of the Dissolving Subsidiaries (i) has no material assets or liabilities, (ii) is not engaged in the conduct of any active business operations, and (iii) is actively pursuing its dissolution as a legal entity.

Organization; Corporate Existence. (a) The Borrower (i) is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, (ii) has all requisite corporate power and authority to own its properties and to carry on its business as now conducted and as proposed hereafter to be conducted, (iii) is qualified to do business as a foreign corporation in each jurisdiction (including, without limitation, the State of Texas) in which the failure of the Borrower to be so qualified would have a Material Adverse Effect, and (iv) has all requisite corporate power and authority to execute and deliver, and perform all of its obligations under, the Loan Documents. True and complete copies of the Organic Documents of the Borrower, together with all amendments theretothereto to the date hereof, have been furnished to the Lender. (b) On the date of this Agreement, the outstanding capital stock of the CompanyBorrower, and the number and amount of all outstanding options, warrants, convertible securities, subscriptions and other rights to acquire capital stock of the CompanyBorrower, and the number of shares reserved or to be reserved under outstanding, authorized or proposed option plans or the like, are as set forth in Schedule 3.02 of the Disclosure Schedule. All of such outstanding capital stock is validly issued, fully paid and nonassessable. Except as set forth in such Schedule 3.02, no holders of any such securities have any registration rights in respect thereof. (c) Schedule 3.02 of the Disclosure Schedule further sets forth, with respect to each Active Subsidiary on the date of this Agreement, (i) its proper legal name, (ii) its jurisdiction of incorporation or formation, (iii) the jurisdictions in which it is qualified to do business as a foreign entity, (iv) the number of shares of capital stock stock, equity securities or ownership interests outstandingoutstanding (all of which are validly issued, fully paid and nonassessable), and (v) the owner owner(s) of such outstanding capital stock stock, equity securities or other ownership interests. Each of the Active Subsidiaries (A) is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation, (B) has all requisite power and authority to own its properties and to carry on its business as now conducted and as proposed hereafter to be conducted, and to execute and deliver, and perform all of its obligations under, the Loan Documents to which it is a party, and (C) is not required to be qualified to do business as a foreign entity in any jurisdiction in which it is not so qualified and the failure to be so qualified would reasonably be expected to have a Material Adverse Effect. True and complete copies of the Organic Documents of each Active Subsidiary, together with all amendments thereto to the date hereof, have been furnished to the Lender. (d) On the date of this Agreement, the Borrower has no Subsidiaries other than the Active Subsidiaries and the Dissolving Subsidiaries. Each of the Dissolving Subsidiaries (i) has no material assets or liabilities, (ii) is not engaged in the conduct of any active business operations, and (iii) is actively pursuing its dissolution as a legal entity.

Organization; Corporate Existence. (a) The Borrower (i) is a corporation duly organized, validly existing and in good standing under the laws of the State of DelawareArizona, (ii) has all requisite corporate power and authority to own its properties and to carry on its business as now conducted and as proposed hereafter to be conducted, (iii) is qualified to do business as a foreign corporation in each jurisdiction (including, without limitation, the State of Texas) in which the failure of the Borrower to be so qualified would have a Material Adverse Effect, and (iv) has all requisite corporate power and authority to execute and deliver, and perform all of its obligations under, the Loan Documents. True and complete copies of the Organic Documents of the Borrower, together with all amendments thereto, have been furnished to the Lender. (b) On the date of this Agreement, the outstanding capital stock of the Company, and the number and amount of all outstanding options, warrants, convertible securities, subscriptions and other rights to acquire capital stock of the Company, are as set forth in Schedule 3.02 of the Disclosure Schedule. (c) Schedule 3.02 of the Disclosure Schedule further sets forth, with respect to each Active Subsidiary on the date of this Agreement, (i) its proper legal name, (ii) its jurisdiction of incorporation or formation, (iii) the jurisdictions in which it is qualified to do business as a foreign entity, (iv) the number of shares of capital stock or ownership interests outstanding, and (v) the owner owner(s) of such outstanding capital stock or other ownership interests. Each of the Active Subsidiaries (A) is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation, (B) has all requisite power and authority to own its properties and to carry on its business as now conducted and as proposed hereafter to be conducted, and to execute and deliver, and perform all of its obligations under, the Loan Documents to which it is a party, and (C) is not required to be qualified to do business as a foreign entity in any jurisdiction in which it is not so qualified and the failure to be so qualified would reasonably be expected to have a Material Adverse Effect. True and complete copies of the Organic Documents of each Active Subsidiary, together with all amendments thereto to the date hereof, have been furnished to the Lender. (d) On the date of this Agreement, the Borrower has no Subsidiaries other than the Active Subsidiaries and the Dissolving Subsidiaries. Each of the Dissolving Subsidiaries (i) has no material assets or liabilities, (ii) is not engaged in the conduct of any active business operations, and (iii) is actively pursuing its dissolution as a legal entity.

Organization; Corporate Existence. (a) The Borrower (i) is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, (ii) has all requisite corporate power and authority to own its properties and to carry on its business as now conducted and as proposed hereafter to be conducted, (iii) is qualified to do business as a foreign corporation in each jurisdiction (including, without limitation, the State Commonwealth of TexasPennsylvania) in which the failure of the Borrower to be so qualified would have a Material Adverse Effect, and (iv) has all requisite corporate power and authority to execute and deliver, and perform all of its obligations under, the Loan Documents. True and complete copies of the Organic Documents of the Borrower, together with all amendments thereto, have been furnished to the Lender. (b) On the date of this Agreement, the outstanding capital stock of the CompanyBorrower, the number, amount and the number and amount holders of all outstanding options, warrants, convertible securities, subscriptions and other rights to acquire capital stock of the Company, and the holders of all registration rights in respect of Common Stock (and the number of shares of Common Stock covered by such registration rights), are as set forth in Schedule 3.02 of the Disclosure Schedule. All of the “Specified Warrants” (as such term is defined in the Original Agreement) have either been exercised, terminated or expired. (c) Schedule 3.02 of the Disclosure Schedule further sets forth, with respect to each Active Subsidiary on the date of this Agreement, (i) its proper legal name, (ii) its jurisdiction of incorporation or formation, (iii) the jurisdictions in which it is qualified to do business as a foreign entity, (iv) the number of shares of capital stock or ownership interests outstanding, and (v) the owner of such outstanding capital stock or other ownership interests. Each of the Active Subsidiaries (A) is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation, (B) has all requisite power and authority to own its properties and to carry on its business as now conducted and as proposed hereafter to be conducted, and to execute and deliver, and perform all of its obligations under, the Loan Documents to which it is a party, and (C) is not required to be qualified to do business as a foreign entity in any jurisdiction in which it is not so qualified and the failure to be so qualified would reasonably be expected to have a Material Adverse Effect. True and complete copies of the Organic Documents of each Active Subsidiary, together with all amendments thereto to the date hereof, have been furnished to the Lender. (d) On the date of this Agreement, the Borrower has no Subsidiaries other than the Active Subsidiaries and the Dissolving Subsidiaries. Each of the Dissolving Subsidiaries (i) has no material assets or liabilities, (ii) is not engaged in the conduct of any active business operations, and (iii) is actively pursuing its dissolution as a legal entity.

Organization; Corporate Existence. (a) The Borrower (i) is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, (ii) has all requisite corporate power and authority to own its properties and to carry on its business as now conducted and as proposed hereafter to be conducted, (iii) is qualified to do business as a foreign corporation in each jurisdiction (including, without limitation, the State of Texas) in which the failure of the Borrower to be so qualified would have a Material Adverse Effect, and (iv) has all requisite corporate power and authority to execute and deliver, and perform all of its obligations under, the Loan Documents. True and complete copies of the Organic Documents of the Borrower, together with all amendments theretothereto to the date hereof, have been furnished to the Lender. (b) On the date of this Agreement, the outstanding capital stock of the CompanyBorrower, and the number and amount of all outstanding options, warrants, convertible securities, subscriptions and other rights to acquire capital stock of the CompanyBorrower, and the number of shares reserved or to be reserved under outstanding, authorized or proposed option plans or the like, are as set forth in Schedule 3.02 of the Disclosure Schedule. All of such outstanding capital stock is validly issued, fully paid and nonassessable. Except as set forth in such Schedule 3.02 , no holders of any such securities have any registration rights in respect thereof. (c) Schedule 3.02 of the Disclosure Schedule further sets forth, with respect to each Active Subsidiary on the date of this Agreement, (i) its proper legal name, (ii) its jurisdiction of incorporation or formation, (iii) the jurisdictions in which it is qualified to do business as a foreign entity, (iv) the number of shares of capital stock stock, equity securities or ownership interests outstandingoutstanding (all of which are validly issued, fully paid and nonassessable), and (v) the owner owner(s) of such outstanding capital stock stock, equity securities or other ownership interests. Each of the Active Subsidiaries (A) is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation, (B) has all requisite power and authority to own its properties and to carry on its business as now conducted and as proposed hereafter to be conducted, and to execute and deliver, and perform all of its obligations under, the Loan Documents to which it is a party, and (C) is not required to be qualified to do business as a foreign entity in any jurisdiction in which it is not so qualified and the failure to be so qualified would reasonably be expected to have a Material Adverse Effect. True and complete copies of the Organic Documents of each Active Subsidiary, together with all amendments thereto to the date hereof, have been furnished to the Lender. (d) On the date of this Agreement, the Borrower has no Subsidiaries other than the Active Subsidiaries and the Dissolving Subsidiaries. Each of the Dissolving Subsidiaries (i) has no material assets or liabilities, (ii) is not engaged in the conduct of any active business operations, and (iii) is actively pursuing its dissolution as a legal entity.

Organization; Corporate Existence. (a) The Borrower (i) is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, (ii) has all requisite corporate power and authority to own its properties and to carry on its business as now conducted and as proposed hereafter to be conducted, (iii) is qualified to do business as a foreign corporation in each jurisdiction (including, without limitation, the State of Texas) in which the failure of the Borrower to be so qualified would have a Material Adverse Effect, and (iv) has all requisite corporate power and authority to execute and deliver, and perform all of its obligations under, the Loan Documents. True and complete copies of the Organic Documents of the Borrower, together with all amendments theretothereto to the date hereof, have been furnished to the Lender. (b) On the date of this Agreement, the outstanding capital stock of the CompanyBorrower, and the number and amount of all outstanding options, warrants, convertible securities, subscriptions and other rights to acquire capital stock of the CompanyBorrower, and the number of shares reserved under outstanding option plans or the like, are as set forth in Schedule SCHEDULE 3.02 of the Disclosure Schedule. All of such outstanding capital stock is validly issued, fully paid and nonassessable. Except as set forth in such SCHEDULE 3.02, no holders of any such securities have any registration rights in respect thereof. (c) Schedule SCHEDULE 3.02 of the Disclosure Schedule further sets forth, with respect to each Active Subsidiary on the date of this Agreement, (i) its proper legal name, (ii) its jurisdiction of incorporation or formation, (iii) the jurisdictions in which it is qualified to do business as a foreign entity, (iv) the number of shares of capital stock stock, equity securities or ownership interests outstandingoutstanding (all of which are validly issued, fully paid and nonassessable), and (v) the owner owner(s) of such outstanding capital stock stock, equity securities or other ownership interests. Each of the Active Subsidiaries (A) is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation, (B) has all requisite power and authority to own its properties and to carry on its business as now conducted and as proposed hereafter to be conducted, and to execute and deliver, and perform all of its obligations under, the Loan Documents to which it is a party, and (C) is not required to be qualified to do business as a foreign entity in any jurisdiction in which it is not so qualified and the failure to be so qualified would reasonably be expected to have a Material Adverse Effect. True and complete copies of the Organic Documents of each Active Subsidiary, together with all amendments thereto to the date hereof, have been furnished to the Lender. (d) On the date of this Agreement, the Borrower has no Subsidiaries other than the Active Subsidiaries and the Dissolving Subsidiaries. Each of the Dissolving Subsidiaries (i) has no material assets or liabilities, (ii) is not engaged in the conduct of any active business operations, and (iii) is actively pursuing its dissolution as a legal entity.

Organization; Corporate Existence. (a) The Borrower (i) is a corporation duly organized, validly existing and in good standing under the laws of the State Commonwealth of DelawarePuerto Rico, (ii) has all requisite corporate power and authority to own its properties and to carry on its business as now conducted and as proposed hereafter to be conducted, (iii) is not required to be qualified to do business as a foreign corporation in each any jurisdiction (including, without limitation, the State of Texas) in which the failure of the Borrower to be so qualified would have a Material Adverse Effectmaterial adverse effect on the business, operations, properties, assets or condition, financial or otherwise, of the Borrower or any Subsidiary, and (iv) has all requisite corporate power and authority to execute and deliver, and perform all of its obligations under, this Agreement and the Loan DocumentsNote. True and complete copies of the Organic Documents Certificate of Incorporation of the BorrowerBorrower and each Subsidiary, as amended and restated to date, and the By-Laws of the Borrower and each Subsidiary, together with all amendments thereto, have been furnished to the Lender. (b) On the date of this Agreement, the outstanding capital stock of the Company, and the number and amount of all outstanding options, warrants, convertible securities, subscriptions and other rights to acquire capital stock of the Company, are as set forth in Schedule 3.02 of the Disclosure Schedule. (c) Schedule 3.02 of the Disclosure Schedule further 2 annexed hereto sets forth, with respect to each Active Subsidiary on the date of this AgreementAgreement Date, (i) its proper legal name, (ii) its jurisdiction of incorporation or formation, (iii) the jurisdictions in which it is qualified to do business as a foreign entity, (iv) the number of shares of capital stock or ownership interests outstanding, and (v) the owner owner(s) of such outstanding capital stock or other ownership interests. Each of the Active Subsidiaries (A) is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation, (B) has all requisite power and authority to own its properties and to carry on its business as now conducted and as proposed hereafter to be conducted, and to execute and deliver, and perform all of its obligations under, the Loan Documents to which it is a party, and (C) and is not required to be qualified to do business as a foreign entity in any jurisdiction in which it is not so qualified and the failure to be so qualified would reasonably be expected to have a Material Adverse Effectmaterial adverse effect on the business, financial condition, assets or properties of such Subsidiary. True and complete copies of the Organic Documents organizational documents of each Active Subsidiary, together with all amendments thereto to the date hereof, have been furnished to the Lender. (d) On the date of this Agreement, the Borrower has no Subsidiaries other than the Active Subsidiaries and the Dissolving Subsidiaries. Each of the Dissolving Subsidiaries (i) has no material assets or liabilities, (ii) is not engaged in the conduct of any active business operations, and (iii) is actively pursuing its dissolution as a legal entity.

Organization; Corporate Existence. (a) The Borrower (i) is a corporation duly organized, validly existing and in good standing under the laws of the State of DelawareNew York, (ii) has all requisite corporate power and authority to own its properties and to carry on its business as now conducted and as proposed hereafter to be conducted, (iii) is qualified to do business as a foreign corporation in each jurisdiction (including, without limitation, the State of Texas) in which the failure of the Borrower to be so qualified would have a Material Adverse Effect, and (iv) has all requisite corporate power and authority to execute and deliver, and perform all of its obligations under, the Loan Documents. True and complete copies of the Organic Documents of the Borrower, together with all amendments thereto, have been furnished to the Lender. (b) On the date of this Agreement, the outstanding capital stock of the Company, and the number and amount of all outstanding options, warrants, convertible securities, subscriptions and other rights to acquire capital stock of the Company, and the number of shares reserved under outstanding option plans or the like, are as set forth in Schedule 3.02 of the Disclosure Schedule. All of such outstanding capital stock is validly issued, fully paid and nonassessable. Except as set forth in such Schedule 3.02, no holders of any such securities have any registration rights in respect thereof. (c) Schedule 3.02 of the Disclosure Schedule further sets forth, with respect to each Active Subsidiary on the date of this Agreement, (i) its proper legal name, (ii) its jurisdiction of incorporation or formation, (iii) the jurisdictions in which it is qualified to do business as a foreign entity, (iv) the number of shares of capital stock stock, equity securities or ownership interests outstandingoutstanding (all of which are validly issued, fully paid and nonassessable), and (v) the owner owner(s) of such outstanding capital stock stock, equity securities or other ownership interests. Each of the Active Subsidiaries (A) is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation, (B) has all requisite power and authority to own its properties and to carry on its business as now conducted and as proposed hereafter to be conducted, and to execute and deliver, and perform all of its obligations under, the Loan Documents to which it is a party, and (C) is not required to be qualified to do business as a foreign entity in any jurisdiction in which it is not so qualified and the failure to be so qualified would reasonably be expected to have a Material Adverse Effect. True and complete copies of the Organic Documents of each Active Subsidiary, together with all amendments thereto to the date hereof, have been furnished to the Lender. (d) On the date of this Agreement, the Borrower has no Subsidiaries other than the Active Subsidiaries and the Dissolving Subsidiaries. Each of the Dissolving Subsidiaries (i) has no material assets or liabilities, (ii) is not engaged in the conduct of any active business operations, and (iii) is actively pursuing its dissolution as a legal entity.

Organization; Corporate Existence. (a) The Borrower Each of the Loan Parties (i) with respect to the Borrower is a corporation duly organized, validly existing and in good standing under the laws of the State of DelawareMissouri, (ii) with respect to each other Loan Party is duly organized and validly existing and in good standing under the laws indicated with respect to such other Loan Party on Schedule 3.02 of the Disclosure Schedule and is the type of entity indicated with respect to such other Loan Party on Schedule 3.02 of the Disclosure Schedule, (iii) has all requisite corporate power and authority to own own, lease and operate its properties and to carry on its business as now conducted and as proposed hereafter to be conducted, (iiiiv) is qualified to do business as a foreign corporation entity in each jurisdiction (including, without limitation, the State of Texas) in which the failure of the Borrower such Loan Party to be so qualified would could reasonably be expected to have a Material Adverse Effect, and (ivv) has all requisite corporate right, power and authority to execute and deliver, and perform all of its obligations under, the Loan Documents to which it is a party and to consummate all of the transactions contemplated by the Loan Documents. True and complete copies of the Organic Documents of the Borrowereach Loan Party, together with all amendments and modifications thereto, have been furnished to the LenderAgent. (b) On The Borrower is a direct and Wholly-Owned Subsidiary of the date Parent. The outstanding Capital Stock of this Agreementthe Borrower, the outstanding capital stock of Subsidiaries and the CompanyParent, and the number and amount of all outstanding options, warrants, convertible securities, subscriptions and other rights to acquire capital stock Capital Stock of the CompanyBorrower, the Subsidiaries and the Parent, in each case, as of the Closing Date, are as set forth in Schedule 3.02 of the Disclosure Schedule.. LEGAL02/39661241v2LEGAL02/39709302v6 (c) Schedule 3.02 of the Disclosure Schedule further sets forth, with respect to each Active Subsidiary on the date of this Agreement, (i) its proper legal name, (ii) its jurisdiction of incorporation or formation, (iii) the jurisdictions in which it is qualified to do business as a foreign entity, (iv) the number of shares of capital stock or ownership interests outstanding, and (v) the owner of such outstanding capital stock or other ownership interests. Each of the Active Subsidiaries (A) is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation, (B) has all requisite power and authority to own its properties and to carry on its business as now conducted and as proposed hereafter to be conducted, and to execute and deliver, and perform all of its obligations under, the Loan Documents to which it is a party, and (C) is not required to be qualified to do business as a foreign entity in any jurisdiction in which it is not so qualified and the failure to be so qualified would reasonably be expected to have a Material Adverse Effect. True and complete copies of the Organic Documents of each Active Subsidiary, together with all amendments thereto to the date hereof, have been furnished to the Lender. (d) On the date of this AgreementClosing Date, the Borrower has no Subsidiaries and the Parent has no Subsidiaries other than the Active Subsidiaries and the Dissolving Subsidiaries. Each of the Dissolving Subsidiaries (i) has no material assets or liabilities, (ii) is not engaged in the conduct of any active business operations, and (iii) is actively pursuing its dissolution as a legal entityBorrower.

Organization; Corporate Existence. (a) The Borrower (i) is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, (ii) has all requisite corporate power and authority to own its properties and to carry on its business as now conducted and as proposed hereafter to be conducted, (iii) is qualified to do business as a foreign corporation in each jurisdiction (including, without limitation, the State of Texas) in which the failure of the Borrower to be so qualified would have a Material Adverse Effect, and (iv) has all requisite corporate power and authority to execute and deliver, and perform all of its obligations under, the Loan Documents. True and complete copies of the Organic Documents of the Borrower, together with all amendments thereto, have been furnished to the Lender. (b) On the date of this Agreement, the outstanding capital stock of the Company, and the number and amount of all outstanding options, warrants, convertible securities, subscriptions and other rights to acquire capital stock of the Company, are as set forth in Schedule 3.02 of the Disclosure Schedule. Since October 2, 2006, the Borrower has not reserved or committed any of its authorized shares of Common Stock to or in respect of any Person other than the Borrower, whether pursuant to subscription, commitment to issue, option, warrant, convertible security or other right to acquire. (c) Schedule 3.02 of the Disclosure Schedule further sets forth, with respect to each Active Subsidiary on the date of this Agreement, (i) its proper legal name, (ii) its jurisdiction of incorporation or formation, (iii) the jurisdictions in which it is qualified to do business as a foreign entity, (iv) the number of shares of capital stock or ownership interests outstanding, and (v) the owner of such outstanding capital stock or other ownership interests. Each of the Active Subsidiaries (A) is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation, (B) has all requisite power and authority to own its properties and to carry on its business as now conducted and as proposed hereafter to be conducted, and to execute and deliver, and perform all of its obligations under, the Loan Documents to which it is a party, and (C) is not required to be qualified to do business as a foreign entity in any jurisdiction in which it is not so qualified and the failure to be so qualified would reasonably be expected to have a Material Adverse Effect. True and complete copies of the Organic Documents of each Active Subsidiary, together with all amendments thereto to the date hereof, have been furnished to the Lender. (d) On the date of this Agreement, the Borrower has no Subsidiaries other than the Active Subsidiaries and the Dissolving Subsidiaries. Each of the Dissolving Subsidiaries (i) has no material assets or liabilities, (ii) is not engaged in the conduct of any active business operations, and (iii) is actively pursuing its dissolution as a legal entity.

Organization; Corporate Existence. (a) The Borrower (i) is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, (ii) has all requisite corporate power and authority to own its properties and to carry on its business as now conducted and as proposed hereafter to be conducted, (iii) is qualified to do business as a foreign corporation in each jurisdiction (including, without limitation, the State Commonwealth of TexasPennsylvania) in which the failure of the Borrower to be so qualified would have a Material Adverse Effect, and (iv) has all requisite corporate power and authority to execute and deliver, and perform all of its obligations under, the Loan Documents. True and complete copies of the Organic Documents of the Borrower, together with all amendments thereto, have been furnished to the Lender. (b) On the date of this Agreement, the outstanding capital stock of the CompanyBorrower, the number, amount and the number and amount holders of all outstanding options, warrants, convertible securities, subscriptions and other rights to acquire capital stock of the Company, and the holders of all registration rights in respect of Common Stock (and the number of shares of Common Stock covered by such registration rights), are as set forth in Schedule 3.02 of the Disclosure Schedule. (c) Schedule 3.02 of the Disclosure Schedule further sets forth, with respect to each Active Subsidiary on the date of this Agreement, (i) its proper legal name, (ii) its jurisdiction of incorporation or formation, (iii) the jurisdictions in which it is qualified to do business as a foreign entity, (iv) the number of shares of capital stock or ownership interests outstanding, and (v) the owner of such outstanding capital stock or other ownership interests. Each of the Active Subsidiaries (A) is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation, (B) has all requisite power and authority to own its properties and to carry on its business as now conducted and as proposed hereafter to be conducted, and to execute and deliver, and perform all of its obligations under, the Loan Documents to which it is a party, and (C) is not required to be qualified to do business as a foreign entity in any jurisdiction in which it is not so qualified and the failure to be so qualified would reasonably be expected to have a Material Adverse Effect. True and complete copies of the Organic Documents of each Active Subsidiary, together with all amendments thereto to the date hereof, have been furnished to the Lender. (d) On the date of this Agreement, the Borrower has no Subsidiaries other than the Active Subsidiaries and the Dissolving Subsidiaries. Each of the Dissolving Subsidiaries (i) has no material assets or liabilities, (ii) is not engaged in the conduct of any active business operations, and (iii) is actively pursuing its dissolution as a legal entity.

Organization; Corporate Existence. (a) The Borrower Company (i) is a corporation duly organized, validly existing and in good standing under the laws of the State of DelawareNevada, (ii) has all requisite corporate power and authority to own its properties and to carry on its business as now conducted and as proposed hereafter to be conducted, (iii) is qualified to do business as a foreign corporation in each jurisdiction (including, without limitation, the State of Texas) in which the failure of the Borrower Company to be so qualified would have a Material Adverse Effect, and (iv) has all requisite corporate power and authority to execute and deliver, and perform all of its obligations under, the Loan Documents. True and complete copies of the Certificate of Incorporation, By-Laws or other organization documents or charter documents, (“Organic Documents of the Borrower, Documents”) together with all amendments theretothereto to the date hereof, have been furnished to the LenderSubscriber. (b) On the date of this Agreement, the outstanding capital stock of the Company, and the number and amount of all outstanding options, warrants, convertible securities, subscriptions and other rights to acquire capital stock of the Company, are as set forth in Schedule 3.02 and the number of shares reserved or to be reserved under outstanding, authorized or proposed option plans or the Disclosure Schedulelike, have been provided. All of such outstanding capital stock is validly issued, fully paid and nonassessable. (c) Schedule 3.02 of the Disclosure Schedule further sets forth, with respect to each Active Subsidiary on the date of this Agreement, (i) its proper legal name, (ii) its jurisdiction of incorporation or formation, (iii) the jurisdictions in which it is qualified to do business as a foreign entity, (iv) the number of shares of capital stock or ownership interests outstanding, and (v) the owner of such outstanding capital stock or other ownership interests. Each of the Active Subsidiaries (A) is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation, (B) has all requisite power and authority to own its properties and to carry on its business as now conducted and as proposed hereafter to be conducted, and to execute and deliver, and perform all of its obligations under, the Loan Documents loan documents to which it is a party, and (C) is not required to be qualified to do business as a foreign entity in any jurisdiction in which it is not so qualified and the failure to be so qualified would reasonably be expected to have a Material Adverse Effect. True and complete copies of the Organic Documents of each Active Subsidiary, together with all amendments thereto to the date hereof, have been furnished to the Lender. (d) On the date of this Agreement, the Borrower has no Subsidiaries other than the Active Subsidiaries and the Dissolving Subsidiaries. Each of the Dissolving Subsidiaries (i) has no material assets or liabilities, (ii) is not engaged in the conduct of any active business operations, and (iii) is actively pursuing its dissolution as a legal entity.

Organization; Corporate Existence. (a) The Borrower Each of the Loan Parties (i) with respect to the Borrower is a corporation duly organized, validly existing and in good standing under the laws of the State of DelawareMissouri, (ii) with respect to each other Loan Party is duly organized and validly existing and in good standing under the laws indicated with respect to such other Loan Party on Schedule 3.02 of the Disclosure Schedule and is the type of entity indicated with respect to such other Loan Party on Schedule 3.02 of the Disclosure Schedule, (iii) has all requisite corporate power and authority to own own, lease and operate its properties and to carry on its business as now conducted and as proposed hereafter to be conducted, (iiiiv) is qualified to do business as a foreign corporation entity in each jurisdiction (including, without limitation, the State of Texas) in which the failure of the Borrower such Loan Party to be so qualified would could reasonably be expected to have a Material Adverse Effect, and (ivv) has all requisite corporate right, power and authority to execute and deliver, and perform all of its obligations under, the Loan Documents to which it is a party and to consummate all of the transactions contemplated by the Loan Documents. True and complete copies of the Organic Documents of the Borrowereach Loan Party, together with all amendments and modifications thereto, have been furnished to the LenderAgent. (b) On The Borrower is a direct and Wholly-Owned Subsidiary of the date Parent. The outstanding Capital Stock of this Agreementthe Borrower, the outstanding capital stock of Subsidiaries and the CompanyParent, and the number and amount of all outstanding options, warrants, convertible securities, subscriptions and other rights to acquire capital stock Capital Stock of the CompanyBorrower, the Subsidiaries and the Parent, in each case, as of the Closing Date, are as set forth in Schedule 3.02 of the Disclosure Schedule. (c) Schedule 3.02 of the Disclosure Schedule further sets forth, with respect to each Active Subsidiary on the date of this Agreement, (i) its proper legal name, (ii) its jurisdiction of incorporation or formation, (iii) the jurisdictions in which it is qualified to do business as a foreign entity, (iv) the number of shares of capital stock or ownership interests outstanding, and (v) the owner of such outstanding capital stock or other ownership interests. Each of the Active Subsidiaries (A) is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation, (B) has all requisite power and authority to own its properties and to carry on its business as now conducted and as proposed hereafter to be conducted, and to execute and deliver, and perform all of its obligations under, the Loan Documents to which it is a party, and (C) is not required to be qualified to do business as a foreign entity in any jurisdiction in which it is not so qualified and the failure to be so qualified would reasonably be expected to have a Material Adverse Effect. True and complete copies of the Organic Documents of each Active Subsidiary, together with all amendments thereto to the date hereof, have been furnished to the Lender. (d) On the date of this Agreement, the Borrower has no Subsidiaries other than the Active Subsidiaries and the Dissolving Subsidiaries. Each of the Dissolving Subsidiaries (i) has no material assets or liabilities, (ii) is not engaged in the conduct of any active business operations, and (iii) is actively pursuing its dissolution as a legal entity.