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 Nevada and has full corporate power and authority to conduct its business.

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 Nevada Nevada. The Company is duly qualified to transact business and has full corporate power and authority is in good standing in each jurisdiction in which the failure to conduct its businessso qualify would have a 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 of Nevada Nevada. The Company is duly qualified to transact business and has full corporate power and authority is in good standing in each jurisdiction in which the failure to conduct so qualify would have a material adverse effect on its businessbusiness 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 Nevada and has full all requisite corporate power and authority to conduct own and operate its businessproperties and 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 qualification is required, except where the failure to so qualify, individually or in the aggregate, would not have a 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 of Nevada and has full all requisite corporate power and authority to conduct carry on its businessbusiness 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 Nevada and has full all requisite corporate power and authority to conduct carry on its businessbusiness as now conducted. The Company does not presently own or control, directly or indirectly, any interest in any other corporation, association, or other business entity. The Company is not a participant in any joint venture, partnership, or similar arrangement.

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 Nevada and has full corporate power and authority to conduct its business.

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 Nevada and has full all requisite corporate power and corporate authority to conduct carry on its businessbusiness 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 such qualification is required, except where the failure to be so qualified would not have a material adverse effect on 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 of Nevada and has full all requisite corporate power and authority to conduct carry on its businessbusiness 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 qualify would have a 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 of Nevada and has full all requisite corporate power and authority to conduct carry on its businessbusiness as presently conducted or 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 qualify would have a 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 of Nevada and has full all requisite corporate power and authority to conduct carry on its businessbusiness as now conducted and as proposed to be conducted.

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 Nevada and has full all requisite corporate power and authority to conduct carry on its businessbusiness 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 the business or properties of the Company and its subsidiaries 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 of Nevada and has full all requisite corporate power and authority to conduct carry on its businessbusiness 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 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 Nevada and has full all requisite corporate power and authority to conduct carry on its businessbusiness as now conducted.

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 Nevada and has full all requisite corporate power and authority to conduct carry on its businessbusiness 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 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 Nevada and Nevada. The Company has full all requisite corporate power and authority to conduct own and operate its business.properties and assets, to execute and deliver this Agreement, to issue and sell the Shares and the Conversion Shares and to carry out the provisions of this Agreement and the Exhibit A.

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 Nevada and has full all requisite corporate power and authority to conduct carry on its business. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure so to 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 Nevada and has full all requisite corporate power and authority to carry on its business as now conducted. The Company and each of its subsidiaries has full power and authority to own, operate and occupy its properties and to conduct its businessbusiness as presently conducted and is duly qualified to transact business and is in good standing in each jurisdiction in which the failure so to qualify would have a 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 of Nevada and has with full corporate power and authority to conduct execute and deliver this Agreement and to perform its businessobligations hereunder. The execution, delivery and performance of this Agreement have been duly authorized by all necessary corporate action of the Company and this Agreement constitutes a valid and binding obligation of the Company, enforceable against it in accordance with its terms.

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 Nevada and has full all requisite corporate power and authority to conduct carry on its businessbusiness as now conducted. The Company is duly qualified to transact business and is in good standing in the State of Pennsylvania.

Organization, Good Standing and Qualification. The Company is a corporation corporation, duly organized, validly existing and in good standing under the laws of the State of Nevada and has full all requisite corporate power and authority to conduct on its business, to execute and deliver this Agreement, and to consummate 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 the laws of the State of Nevada and has full corporate power and authority to conduct its businessNevada.

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 Nevada and Nevada. The Company has full all requisite corporate power and authority to conduct own and operate its businessproperties and assets, to enter into this Agreement, to carry out the provisions of this Agreement and to carry on its business as presently conducted.

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 Nevada and has full all necessary corporate power powers to own its properties, and authority to conduct carry on its business as now owned and operated by it, and is qualified to do intrastate business, and is in good standing in Nevada and in all other jurisdictions in which the nature of the Company's business, or of its properties, makes such qualification necessary, except jurisdictions where failure to so qualify would not have a material adverse effect on the business 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 of Nevada and has full all requisite corporate power and authority to carry on its business as now conducted and own its properties. The Company is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction in which the conduct of its businessbusiness or its ownership or leasing of property makes such qualification or licensing necessary unless the failure to so qualify would not result in a 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 of Nevada and has full all requisite corporate power and authority to conduct carry on its businessbusiness as now conducted and as proposed to be conducted (the “Business”). The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure so to 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 Nevada and Nevada. The Company has full corporate power and authority to conduct own and operate its businessproperties and assets, and to carry on its business as presently conducted and as presently proposed to be conducted.

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 Nevada and has full corporate power and authority to own and use its properties and its assets and conduct its businessbusiness as currently conducted.

Organization, Good Standing and Qualification. of the ---------------------------------------------------- Company. The Company is a corporation duly organized, validly existing and in ------- good standing under the laws of the State of Nevada and has full all requisite corporate power and authority to own and lease its properties and assets and to conduct its businessbusiness as now conducted. The Company is qualified to do business as a foreign corporation and is in good standing in such states where the conduct of its business or its ownership or leasing of property requires such qualification and where the failure to so qualify would have a material adverse effect on the Company's financial 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 of Nevada and has full all requisite corporate power and authority to conduct carry on its businessbusiness as now conducted and as proposed to be conducted.

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 Nevada and has full all requisite corporate power and authority to conduct carry on its businessbusiness as described in the Company’s public filings with the Securities and Exchange Commission (the “Commission”). The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure so to qualify would have a material adverse effect on its business or properties.

Organization, Good Standing and Qualification. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada and has full all requisite corporate or similar power and authority to conduct own, lease and operate its businessproperties and assets and to carry on its business as currently conducted. (b) The Company has delivered to the HMTF Entities true and complete copies of the Articles of Incorporation, as amended to date, and By-laws, as in effect on the date hereof, 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 of Nevada and has full all requisite corporate power and authority to conduct carry on its businessbusiness as presently 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 so to qualify would have a 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 of Nevada and Nevada. The Company has full all requisite corporate power and authority to conduct own and operate its businessproperties and assets, to execute and deliver this Agreement, to issue and sell the Shares and to carry out the provisions 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 State of Nevada and has full all requisite corporate power and authority to conduct carry on its businessbusiness as now conducted. The Company is duly qualified to transact business and is in good standing in the State of California and each other jurisdiction in which the failure to so qualify would have a material adverse effect on 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 of Nevada and has full corporate power and authority to conduct its business.and

Organization, Good Standing and Qualification. The Company is a corporation has been duly incorporated and organized, and is validly existing and in good standing standing, under the laws of the State of Nevada and Nevada. The Company has full the corporate power and authority to conduct enter into and perform this Agreement, to own and operate its businessproperties and assets and to carry on its proposed business as currently conducted.

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 Nevada and Nevadaand has full corporate power and authority to conduct its business.

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 Nevada and has full all requisite corporate power and authority to conduct carry on its businessbusiness as now conducted.

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 Nevada and has full all requisite corporate power and authority to conduct carry on its businessbusiness 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 qualify would have a Material Adverse Effect (as hereafter defined) on the Company’s 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 Nevada and the is in compliance with all the requirements of the Securities and Exchange Commission, and has full all requisite corporate power and authority to conduct carry on its businessbusiness as now conducted and as currently proposed to be conducted.

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 Nevada and has full all requisite corporate power and authority to conduct carry on its businessbusiness 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, validly existing and in good standing under the laws of the State of Nevada and has full all requisite corporate power and authority to conduct own its properties and assets and to carry on its business as now conducted and as presently proposed to be conducted. Except as set forth on Schedule 2.1, the Company is qualified to do business as a foreign corporation in each jurisdiction where failure to be so qualified would have a material adverse effect on its financial condition, business, prospects or operations.

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 Nevada Nevada, and has full all requisite corporate power and authority to conduct carry on its business. 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 the business or properties of the Company.

Organization, Good Standing and Qualification. The Company is a corporation an entity duly incorporated or otherwise duly organized, validly existing and in good standing under the laws of the State of Nevada and has full corporate all requisite power and authority to conduct carry on its businessbusiness as now conducted and to own and use its 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 of Nevada and has full all requisite corporate power and authority to conduct carry on its businessbusiness 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 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 Nevada and has full corporate power and authority to own and use its properties and its assets and conduct its business as currently conducted. The Company is not in violation of any of the provisions of its articles of incorporation, by-laws or other organizational or charter documents. The Company is duly qualified in all jurisdictions in which its failure to do so would have a material and adverse effect on the business, operations, assets or financial condition of the Company.

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 Nevada and has full all requisite corporate power and authority to conduct carry on its businessbusiness 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 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 Nevada and Nevada. The Company has full corporate all requisite power and authority to conduct own and operate its businessproperties and assets, to execute and deliver this Agreement, to issue and sell the Common Shares and the Warrants, and to carry out the provisions of this Agreement and the Warrants.

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 Nevada and has full all corporate power and authority required to conduct (i) own or lease its business.properties and assets and carry on its business as presently conducted, and (ii) enter into this Agreement and the other agreements, instruments and documents contemplated hereby, and to consummate the transactions contemplated hereby and thereby. Each of the Company's subsidiaries is a

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 Nevada and Nevada. The Company has full the requisite corporate power and authority to conduct carry on its businessbusiness as presently conducted, to execute, deliver, and perform its obligations under this Agreement, and to issue and sell the Shares.

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 Nevada and has full all requisite corporate power and authority to conduct carry on its businessbusiness as now conducted and as proposed to be conducted. The Company is 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 and 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 of Nevada and has full all requisite corporate power and authority to conduct its businessown, operate, or lease the properties and assets now owned, operated, or leased by it, and to carry on the Company as currently conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction the Company operates in.

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 Nevada and has full all requisite corporate power and authority to conduct carry on its businessbusiness 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 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 Nevada and has full all requisite corporate power and authority to conduct carry on its businessbusiness as now conducted pursuant to the laws of the State of Nevada. 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 Nevada and has full all requisite corporate power and authority to conduct carry on its businessbusiness as 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 Nevada Nevada. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is required. The Company has full corporate all required power and authority necessary to conduct own and operate its businessproperty, to carry on its business as 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 the laws of the State of Nevada Nevada, and has full corporate all requisite power and authority to conduct carry on its business as now conducted. The Company is duly qualified to transact business, and is in good standing, in each U.S. jurisdiction in which the failure to so qualify would have a material adverse effect on its business.

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 Nevada and has full all requisite corporate power and authority to conduct carry on its businessbusiness as presently conducted or proposed to be conducted and to own or lease the properties and assets it now owns or holds under lease. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure so to qualify would have a Material 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 of Nevada Nevada. The Company is duly qualified and has full corporate power is authorized to transact business and authority is in good standing as a foreign corporation in each jurisdiction in which the failure to conduct its businessso qualify would have a material adverse effect on the Company’s financial condition or business as now conducted (a “Material Adverse Effect”).

Organization, Good Standing and Qualification. (a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada and has full all requisite corporate or similar power and authority to conduct own, lease and operate its businessproperties and assets and to carry on its business as currently conducted. (b) The Company has delivered to Microwave Holdings and TP Management true and complete copies of the Articles of Incorporation, as amended to date, and By-laws, as in effect on the date hereof, 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 of Nevada and has full corporate all requisite power and authority to conduct own or lease and operate its properties and assets 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 the failure to so qualify would have a material adverse effect on its business, operations, prospects, condition (financial or other), 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 Nevada and has full all requisite corporate power and authority to conduct own and operate its businessproperties and assets and to carry on its business as now conducted and as proposed to be conducted.

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 Nevada and has full all requisite corporate power and authority to conduct own, lease and operate its properties and to carry on its business as now conducted and as proposed to be conducted. The Company is duly qualified or licensed as a foreign corporation to transact business, and is in good standing, in each jurisdiction in which the failure to be so qualified or licensed and in good standing would have a material adverse effect on its business or properties.