Common use of Organization, Good Standing and Qualification Clause in Contracts

Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing and in good standing under the laws of the state of its incorporation and has all requisite corporate power and authority to carry on its business as now conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so qualify would have a material adverse effect on its business or properties.

Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing and in good standing under the laws of the state jurisdiction of its incorporation and has all requisite corporate power and authority to carry on its business as now conductedconducted and to own its properties. The Company is duly qualified to transact do business as a foreign corporation and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property makes such qualification or leasing necessary unless the failure to so qualify would has not had and could not reasonably be expected to have a material adverse effect on its business or propertiesMaterial Adverse Effect.

Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing and in good standing under the laws of the state of its incorporation and organization. The Company has all requisite corporate power and authority to own and operate its properties and assets, to execute and deliver this Agreement, to issue and sell the Shares and the Conversion Shares and to carry on its business as now conducted. The Company is duly qualified to transact business out the provisions of this Agreement and is in good standing in each jurisdiction in which the failure to so qualify would have a material adverse effect on its business or propertiesCharter.

Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing and in good standing under the laws of the state of its incorporation and has all requisite corporate power and authority to carry on its business as now conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so qualify would have a material adverse effect on its business or properties.State of

Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing and in good standing under the laws of the state jurisdiction of its incorporation and has all requisite corporate power and authority to carry on its business as now conducted. The Company is duly qualified conducted and to transact business and is in good standing in each jurisdiction in which the failure to so qualify would have a material adverse effect on own its business or properties.

Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing and in good standing under the laws of the state jurisdiction of its incorporation and has all requisite corporate power and authority to carry on its business as now conductedconducted and to own or lease its properties. The Company is duly qualified to transact do business as a foreign corporation and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property makes such qualification or leasing necessary unless the failure to so qualify has not had and would not reasonably be expected to have a material adverse effect on its business or propertiesMaterial Adverse Effect.

Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing and in good standing under the laws of the state jurisdiction of its incorporation and has all requisite corporate power and authority to carry on its business as now conductedconducted and to own its properties. The Company is duly qualified to transact do business as a foreign corporation and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property makes such qualification or leasing necessary unless the failure to so qualify would has not and could not reasonably be expected to have a material adverse effect on its business or propertiesMaterial Adverse Effect.

Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing and in good standing under the laws of the state of its incorporation and organization. The Company has all requisite corporate power and authority to own and operate its properties and assets, to execute and deliver this Agreement, to issue and sell the Convertible Note and to carry on its business as now conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which out the failure to so qualify would have a material adverse effect on its business or propertiesprovisions of this Agreement.

Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing and in good standing under the laws of the its state of its incorporation and has all requisite corporate power and authority to carry on its business as now conducted and as proposed to be conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so qualify would have a material adverse effect on its business or properties.

Organization, Good Standing and Qualification. The Company is a corporation duly organized, organized and validly existing and in good standing under the laws of the state jurisdiction of its incorporation and has all requisite corporate power and authority to carry on its business as now conductedbusiness. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure so to so qualify would have a material adverse effect on its business or properties.

Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing existing, and in good standing under the laws of the state of its incorporation in which it was incorporated and has all requisite corporate power and authority to carry on its business as now conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so qualify would have a material adverse effect Material Adverse Effect on its business or properties.

Organization, Good Standing and Qualification. The Company It is a corporation duly organizedincorporated, validly existing and in good standing under the laws of the state jurisdiction of its incorporation and has all requisite corporate power and authority to carry on its business as now conducted. The Company is duly qualified to transact business do business, and is in good standing standing, and has obtained all necessary licenses and approvals in each every jurisdiction in which where the nature of its business requires it to be so qualified or have such licenses and approvals except where the failure to so qualify or have such licenses and approvals would not have a material adverse effect on its business or propertiesMaterial Adverse Effect.

Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing and in good standing under the laws of the state jurisdiction of its incorporation and has all requisite corporate power and authority to carry on its business as now conductedconducted and to own its properties. The Company is duly qualified to transact do business as a foreign corporation and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property makes such qualification or leasing necessary unless the failure to so qualify would has not had and could not reasonably be expected to have a material adverse effect on its business or propertiesMaterial Adverse Effect. The Company does not have any Subsidiaries.

Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing existing, and in good standing under the laws of the state of its incorporation and has all requisite corporate power and authority to carry on its business as now conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so qualify would have a material adverse effect on its business or properties.

Organization, Good Standing and Qualification. The Company It is a corporation duly organized, validly existing and in good standing under the laws of the state Laws of its incorporation respective jurisdiction of organization and has all requisite corporate power and authority to own and operate its properties and assets and to carry on its business as now presently conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so qualify would have a material adverse effect on its business or properties.

Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing and in good standing under the laws of the state jurisdiction of its incorporation or organization and has all requisite corporate power and authority to carry on its business as now conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which it conducts business except where the failure so to so qualify has not had or would not reasonably be expected to have a material adverse effect on its business or propertiesMaterial Adverse Effect. The Company does not have any Subsidiaries.

Organization, Good Standing and Qualification. The Company It is a corporation duly organizedincorporated, validly existing and in good standing under the laws of the state jurisdiction of its incorporation and has all requisite corporate power and authority to carry on its business as now conducted. The Company is duly qualified to transact business do business, and is in good standing standing, and has obtained all necessary licenses and approvals, in each every jurisdiction in which where the ownership of property or the nature of its business requires it to be so qualified or have such licenses and approvals except where the failure to so qualify or have such licenses and approvals would not have a material adverse effect on its business or propertiesSeller Material Adverse Effect.

Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing existing, and in good standing under the laws of the state State of its incorporation Illinois and has all requisite corporate power and authority to carry on its business as now conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so qualify would have a material adverse effect on its business or properties.

Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing and in good standing under the laws of the state of its incorporation Hong Kong and has all requisite corporate power and authority to carry on its business as now conducted and as proposed to be conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure so to so qualify would have a material adverse effect on its business or properties.

Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing and in good standing under the laws of the state of its incorporation and has all requisite corporate power and authority to carry on its business as now conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so qualify would have a material adverse effect on its business or properties.the

Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing and in good standing under under, and by virtue of, the laws of the state its jurisdiction of its incorporation formation and has all requisite corporate power and authority to own its properties and assets and to carry on its business as now conducted and as presently proposed to be conducted. The Company is duly qualified to transact do business and is in good standing as a foreign corporation in each jurisdiction in which the where failure to be so qualify qualified would have a material adverse effect on its business the financial condition, business, or propertiesoperations of the Company.

Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing and in good standing under the laws of the state jurisdiction of its incorporation and has all requisite corporate power and authority to carry on its business as now conductedconducted and to own its properties. The Company is duly qualified to transact do business as a foreign corporation and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property makes such qualification or leasing necessary unless the failure to so qualify would has not and could not reasonably be expected to have a material adverse effect on its business or properties.Material Adverse Effect;

Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing and in good standing under the laws of the state jurisdiction of its incorporation and has all requisite corporate power and authority to carry on its business as now conductedconducted and to own its properties. The Company is duly qualified to transact do business in the jurisdictions where it conducts business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property makes such qualification or leasing necessary unless the failure to so qualify would has not and could not reasonably be expected to have a material adverse effect on its business or propertiesMaterial Adverse Effect.

Organization, Good Standing and Qualification. The Company is a corporation or limited liability company duly organized, validly existing existing, and in good standing under the laws of the in its state of its incorporation organization and has all requisite corporate power and authority to carry on its business as now conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so qualify would have a material adverse effect on its business or properties.

Organization, Good Standing and Qualification. The Company is a corporation duly organizedincorporated, validly existing and in good standing under the laws of the state jurisdiction of its incorporation and has all requisite corporate power and authority to carry on its business as now conductedconducted and to own its properties. The Company is duly qualified to transact do business as a foreign corporation and is in good standing in each jurisdiction in which the conduct of its business or its ownership or its leasing of property makes such qualification or licensing necessary, unless the failure to so qualify would not have a material adverse effect on its business or propertiesMaterial Adverse Effect. The Company has no subsidiaries.

Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing and in good standing under the laws of the state State of its incorporation Maryland and has all requisite corporate power and authority to carry on its business as now conductedbusiness. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure so to so qualify would have a material adverse effect on its business or properties.

Organization, Good Standing and Qualification. The Company is a corporation duly organized, organized and validly existing and in good standing under the laws of the state State of its incorporation Washington and has all requisite corporate power and authority to carry carry, on its business as now conductedbusiness. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure so to so qualify would have a material adverse effect on its business or properties.

Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing and in good standing under the laws of the state of its incorporation and has all requisite corporate power and corporate authority to carry on its business as now presently conducted. The Company has no subsidiaries. The Company is duly qualified to transact business and is in good standing as a foreign corporation in each jurisdiction in which the failure to so qualify would have a material adverse effect on conduct of its business or propertiesthe ownership or leasing of its properties makes such qualification necessary.

Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing existing, and in good standing under the laws of the state of its incorporation Japan and has all requisite corporate power and authority to carry on its business as now conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so qualify would have a material adverse effect on its business or properties.

Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing and in good standing under the laws of the state Peoples Republic of its incorporation China and has all requisite corporate power and authority to lease and/or own its properties and assets and to carry on its business as now conducted and as presently proposed to be conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so qualify would have a material adverse effect on its business or properties.

Organization, Good Standing and Qualification. The Company It is a corporation duly organizedincorporated, validly existing and in good standing understanding under the laws of the state jurisdiction of its incorporation and incorporation. It has all requisite the corporate power and authority to own and hold its properties and assets and to carry on out its business as now presently conducted. The Company is duly qualified to transact do business and (to the extent such concept is in good standing in each recognized) under the laws of the jurisdiction in which the failure to so qualify would have a material adverse effect on of its business or propertiesincorporation.

Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing and in good standing under the laws of the state of its incorporation British Columbia and has all requisite full corporate power and authority to carry on own, lease and operate its property and assets, and to conduct its business as now conducted. The Company is duly qualified to transact business has conducted and is conducting its business in good standing compliance in each jurisdiction all material respects with all applicable laws, rules and regulations of the jurisdictions in which the failure to so qualify would have a material adverse effect it carries on its business or propertiesbusiness.

Organization, Good Standing and Qualification. The Company is a corporation duly organizedincorporated, validly existing and in good standing under the laws of the state jurisdiction of its incorporation and has all requisite corporate power and authority to carry on its business as now conductedconducted and own its properties. The Company is duly qualified to transact do business as a foreign corporation and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property makes such qualification or licensing necessary unless the failure to so qualify would have not be reasonably likely to result in a material adverse effect on its business or propertiesMaterial Adverse Effect.

Organization, Good Standing and Qualification. The Company is a corporation duly organizedincorporated, validly existing and in good standing under the laws of the state jurisdiction of its incorporation and has all requisite corporate power and authority to carry on its business as now conductedconducted and to own its properties. The Company is duly qualified to transact do business as a foreign corporation and is in good standing in each jurisdiction in which the conduct of its business or its ownership or its leasing of property makes such qualification necessary, unless the failure to so qualify would could not reasonably be expected to have a material adverse effect on its business or propertiesMaterial Adverse Effect.

Organization, Good Standing and Qualification. The Company is a --------------------------------------------- corporation duly organized, validly existing and in good standing under the laws of the state State of its incorporation Washington and has all requisite corporate power and authority to own its properties and assets and to carry on its business as now conducted and as presently proposed to be conducted. The Company is duly qualified to transact do business and is in good standing as a foreign corporation in each jurisdiction in which the where failure to be so qualify qualified would have a material adverse effect on its business financial condition, business, prospects or propertiesoperations.

Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing and in good standing under under, and by virtue of, the laws of the state its jurisdiction of its incorporation formation and has all requisite corporate power and authority to own its properties and assets and to carry on its business as now conducted and as presently proposed to be conducted. The Company is duly qualified to transact do business and is in good standing as a foreign corporation in each jurisdiction in which the where failure to be so qualify qualified would have a material adverse effect on its business the financial condition, business, or propertiesoperations of the Company taken as a whole.

Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing and in good standing under the laws of the state State of its incorporation Washington and has all requisite corporate power and authority to carry on its business as now conductedbeing conducted and proposed to be conducted in the future. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the where failure to so qualify would have a material adverse effect on its business or propertiesMaterial Adverse Effect.

Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing and in good standing under the laws of the state thestate of its incorporation and has all requisite corporate power and authority to carry on its onits business as now conducted. The Company is duly qualified to transact business and is in isin good standing in each jurisdiction in which the failure to so qualify would have a material adverse effect on its business or properties.

Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing and in good standing under the laws of the state jurisdiction of its incorporation or organization and has all requisite corporate power and authority to carry on its business as now conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure so to so qualify would have a material adverse effect on its the business or propertiesfinancial condition of the Company taken as a whole.

Organization, Good Standing and Qualification. The Company is a corporation duly organizedvalidly existing, validly existing and in good standing under the laws of the state of its incorporation formation as set forth in the preamble hereof and has all requisite corporate power and authority to carry on its business as now conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so qualify would have a material adverse effect on its business or properties.

Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing and in good standing under the laws of the state of its incorporation and has all requisite corporate power and authority to carry on its business as now conductedAustralia. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so qualify would have a material adverse effect on its business or properties.

Organization, Good Standing and Qualification. The Company is a corporation duly organized, organized and validly existing and in good standing under the laws of the state its jurisdiction of its incorporation and has all requisite corporate power and corporate authority required to carry on its business as now presently conducted and as presently proposed to be conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so qualify would have a material adverse effect on its business or properties.

Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing and in good standing under the laws of the state jurisdiction of its incorporation and has all requisite corporate power and authority to carry on its business as now conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so qualify would have a material adverse effect on its business or propertiesbusiness.

Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing and in good standing under under, and by virtue of, the laws of the its state of its incorporation incorporation, and has all requisite corporate power and authority to own its properties and assets and to carry on its business as now conducted and as presently proposed to be conducted. The Company is duly qualified to transact do business and is in good standing as a foreign corporation in each jurisdiction in which the where failure to be so qualify qualified would have a material adverse effect on its business condition (financial or propertiesotherwise), business, assets, properties or operations.

Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing and in good standing under the laws Securities Exchange Act of the state of its incorporation and 1934. The Company has all requisite corporate power and authority to own and operate its properties and assets, to execute and deliver this Agreement, and, to the extent applicable, to issue and sell the Securities, and to carry out the provisions of this Agreement and the Certificate and to carry on its business as now currently conducted and as currently proposed to be conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so qualify would have a material adverse effect on its business or properties.

Organization, Good Standing and Qualification. The Company is a --------------------------------------------- corporation duly organized, organized and validly existing and in good standing under the laws of the state jurisdiction of its incorporation and has all requisite corporate power and authority to carry on its business as now conductedbusiness. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure so to so qualify would have a material adverse effect on its business or properties.

Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. The Company has the state of its incorporation and has all requisite corporate power and authority to carry on own and operate its business as now conducted. The Company is duly qualified properties and assets, to transact business execute and is in good standing in each jurisdiction in which the failure to so qualify would have a material adverse effect on its business or propertiesdeliver this Agreement.

Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing and in good standing under the laws of the state jurisdiction of its incorporation and organization. The Company has all the requisite corporate power to own and authority operate its properties and assets and to carry on its business as now conducted and as proposed to be conducted. The Company is duly qualified to transact do business and is in good standing in each jurisdiction in which where the nature of its properties of the conduct of its business requires it to be so qualified to do business and where the failure so to so qualify would have could result in a material adverse effect on its business or propertiesthe Company.

Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing and in good standing under the laws of the state of its incorporation and has all requisite corporate power and corporate authority to carry on its business as now presently conducted. The Company has no subsidiaries. The Company is duly qualified to transact business and is in good standing as a foreign corporation in each jurisdiction in which the failure to so qualify would have a material adverse effect on conduct of its business or properties.the ownership or leasing of its properties makes such qualification necessary. TriplePulse Note Purchase Agreement

Organization, Good Standing and Qualification. The Company is a --------------------------------------------- corporation duly organized, validly existing and in good standing under the laws of the state State of its incorporation Washington and has all requisite corporate power and authority to carry on its business as now conductedbusiness. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure so to so qualify would have a material adverse effect on its business or properties.

Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing and in good standing under the laws of the state State of its incorporation Washington and has all requisite corporate power and authority to carry on its business as now conducted and as proposed to be conducted. The Company is duly qualified and authorized to transact business and is in good standing in each jurisdiction in which the failure to so qualify would have a material adverse effect on its business business, properties, prospects or propertiesfinancial condition.

Organization, Good Standing and Qualification. The Company is a --------------------------------------------- corporation duly organized, validly existing and in good standing under the laws of the state State of its incorporation Washington and has all requisite corporate power and authority to own its properties and assets and to carry on its business as now conducted and as presently proposed to be conducted. The Company is duly licensed or qualified to transact business and is in good standing to do business as a foreign corporation in each jurisdiction in which the where failure to be so qualify qualified would have a material adverse effect on its business financial condition, business, prospects or propertiesoperations.

Organization, Good Standing and Qualification. The Company is a corporation an entity duly organized, validly existing and in good standing under the laws of the state of its incorporation jurisdiction under which it is incorporated, and has all requisite corporate power and authority to carry on conduct its business as now conductedcurrently conducted and to execute, deliver and perform all of its obligations under this Agreement and to consummate the transactions contemplated hereby. The Company is duly qualified to transact do business and is in good standing as a foreign corporation in each jurisdiction in which the where failure to be so qualify would qualified could, individually or in the aggregate, reasonably be expected to have a material adverse effect on its business or propertiesMaterial Adverse Effect.

Organization, Good Standing and Qualification. The Company is a corporation duly organizedincorporated, validly existing and in good standing under the laws of the state State of its incorporation Hawaii, and has all requisite corporate power and authority to carry on its business as now currently conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the nature of the business conducted by it except where the failure to so qualify would not have a material adverse effect on its business or propertiesMaterial Adverse Effect.

Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing and in good standing under the laws of the state of its incorporation and has all requisite corporate power and authority to carry on its business as now conductedorganization. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so qualify would have a material adverse effect Material Adverse Effect. Company has all required power and authority necessary to own and operate its property, to carry on its business or propertiesas now conducted and presently proposed to be conducted and to carry out the transactions contemplated by this Agreement.

Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing and in good standing under accordance with the laws of the state of its incorporation and has all requisite corporate power and authority to own its properties and assets and to carry on its business as now conducted and as presently proposed to be conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so qualify would have a material adverse effect on its business or properties.

Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing and in good standing under the laws of the state of its incorporation and has all requisite corporate power and authority to carry on its business as now conductedAustralia. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so qualify would have a material adverse effect on its business or properties.

Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing and in good standing under the laws of the state State of its incorporation and has all requisite Washington, with full corporate power and authority to carry on own its assets and conduct its business as now conductedowned and conducted on the date hereof. The Company is duly not required to be qualified to transact business as a foreign corporation under the laws of any jurisdiction. True and is in good standing in each jurisdiction in which complete copies of the failure to so qualify would have Articles of Incorporation and By-Laws of the Company (including all amendments thereto), and a material adverse effect on its business or propertiescorrect and complete list of the officers and directors of the Company, are annexed hereto as Schedule 5.2.

Organization, Good Standing and Qualification. The Company is a corporation duly organized, organized and validly existing and in good standing under the laws of the state of its incorporation Washington and has all requisite corporate power and authority to carry on its business as now conducted and as proposed to be conducted. The Company is duly qualified to transact business and is in good standing standing, or the local equivalent thereof, in each jurisdiction in which the failure to so qualify would have a material adverse effect on its business or properties.

Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing and in good standing under the laws of the state of its incorporation and has all requisite corporate power and authority to carry on its business as now conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so qualify would have a material adverse materialadverse effect on its business or properties.

Organization, Good Standing and Qualification. The Company Company: (a) is a corporation duly organized, validly existing and in good standing under the laws of the its state of its incorporation and incorporation; (b) has all requisite necessary corporate power and authority to carry on its business and to own, lease and operate its properties; and (c) except as now conducted. The Company is duly qualified and to transact business and is in good standing in each jurisdiction in which the failure to so qualify would have a material adverse effect on its business or properties.extent set forth in

Organization, Good Standing and Qualification. The Company and each of its subsidiaries, is a corporation an entity duly organized, incorporated or otherwise organized and validly existing and in good standing under the laws of each jurisdiction in which it owns or leases properties or conducts any business so as to require such qualification, with the state of its incorporation and has all requisite corporate power and authority to own and use its properties and assets and to carry on its business as now currently conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so qualify would have a material adverse effect on its business or properties.

Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing and in good standing under the laws of the state of its incorporation and standing. The Company has all requisite corporate power and authority to own and operate its properties and assets, to execute and xxxxxx this Agreement to carry on its business as now presently conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so qualify would have a material adverse effect on its business or properties.

Organization, Good Standing and Qualification. The Company is a corporation duly --------------------------------------------- organized, validly existing and in good standing under the laws of the state jurisdiction of its incorporation and has all requisite corporate power and authority to carry on its business as now conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure so to so qualify would have a material adverse effect on its the consolidated business or propertiesfinancial condition of the Company and its subsidiaries taken as a whole.

Organization, Good Standing and Qualification. The Company is a corporation duly organizedincorporated, validly existing and in good standing under the laws of the state jurisdiction of its incorporation incorporation, and has all requisite corporate power and authority to own its properties and to carry on its business as now conductedconducted and as currently proposed to be conducted after giving effect to the consummation of the transactions contemplated by the Contribution Agreement. The Company is and each of its Subsidiaries are duly qualified to transact business and is in good standing in each jurisdiction in which where the failure so to so qualify would have a material adverse effect on its business or propertiesMaterial Adverse Effect.

Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing and in good standing under the laws of the state State of its incorporation _Delaware and has all requisite corporate power and authority to own, lease and operate its properties and carry on its business as now conducted and as proposed to be conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the its ownership of property or conduct of business requires such qualification except where any failure to be so qualify qualified would not have a material adverse effect on its business or propertiesthe Company.

Organization, Good Standing and Qualification. The Company is a corporation company duly organized, validly existing and in good standing under the laws of the state of its incorporation British Columbia and has all requisite corporate power and authority to carry on its business as now conducted and as proposed to be conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure so to so qualify would have a material adverse effect on its business or properties.

Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing and in good standing under the laws Laws of the state jurisdiction of its incorporation and incorporation. The Company has all requisite legal and corporate power and authority to own, lease and operate its properties and assets and to carry on its business as now conducted. The Company , and is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so qualify would have a material adverse effect on its business or propertiesit conducts business.

Organization, Good Standing and Qualification. The Company is a --------------------------------------------- corporation duly organizedincorporated, validly existing and in good standing under the laws of the state of its incorporation organization and has all requisite corporate power and authority to carry on its business and own its properties as now conductedconducted and owned. The Company is duly qualified or licensed to transact do business as a foreign corporation and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property makes such qualification or licensing necessary unless the failure to so qualify or be licensed would not have a material adverse effect on its business or propertiesMaterial Adverse Effect.

Organization, Good Standing and Qualification. The Company is a corporation duly organized, organized and validly existing and in good standing under the laws of the state jurisdiction of its incorporation and has all requisite corporate power and authority to carry on its business as now conductedbusiness. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure so to so qualify would have a material adverse effect on its business the general affairs, business, prospects, management, financial position, stockholders’ equity or propertiesresults of operations of the Company (a “Material Adverse Effect”).

Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing existin9 and in good standing under the laws of the state of its incorporation and has all requisite corporate power and authority to carry on its business as now conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so qualify would have a material adverse effect on its business or properties.

Organization, Good Standing and Qualification. The Company is a corporation corporation, and is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. The Company has the state of its incorporation and has all requisite corporate power and authority to carry on own and operate its business as now conducted. The Company is duly qualified properties and assets, to transact business execute and is in good standing in each jurisdiction in which the failure to so qualify would have a material adverse effect on its business or propertiesdeliver this Agreement.

Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing existing, and in good standing under the laws of the state of its incorporation and has all requisite corporate power and authority to carry on its business as now conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so qualify would have a material adverse effect on its business or properties.

Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. The Company has the state of its incorporation and has all requisite corporate power and authority to carry on own and operate its business properties and assets and, insofar as now conducted. The Company it is duly qualified or shall be a party thereto, to transact business (1) execute and is deliver (i) this Agreement, (ii) the Note and the Warrant to be issued in good standing in each jurisdiction in which the failure to so qualify would have a material adverse effect on its business or properties.connection with this