Common use of Other Agreements and Documents Clause in Contracts

Other Agreements and Documents. The Company shall have executed and delivered to each Lender this Agreement, issued to such Lender its Note, and the Company and each of the Guarantors, as applicable, shall have executed and delivered the following agreements and documents: (a) the Company General Security Agreement; (b) the Guaranties; (c) the Guarantors Security Agreement; (d) the Stock Pledge Agreement; (e) a secretary’s certificate of the Company, (i) attaching a certified copy of the Certificate of Incorporation and current bylaws of the Company and certifying the same as not having been amended and as being in being in full force and effect, (ii) attaching and certifying resolutions by the Board of Directors approving the execution, delivery and performance of the Transaction Documents and the transactions contemplated thereby, and (iii) certifying as to the incumbency, and attaching specimen signatures of, the officers or representatives of the Company signing the Transaction Documents to which the Company is a party; (f) a secretary’s certificate of each of the Guarantors, (i) attaching a certified copy of the certificate of incorporation and current bylaws of such Guarantor and certifying the same as not having been amended and as being in being in full force and effect, (ii) attaching and certifying resolutions by the board of directors of such Guarantor approving the execution, delivery and performance of the Transaction Documents and the transactions contemplated thereby, and (iii) certifying as to the incumbency, and attaching specimen signatures of, the officers or representatives of such Guarantor signing the Transaction Documents to which such Guarantor is a party; (g) a Certificate of Good Standing and Tax Status from the state of incorporation of the Company and each Guarantor and from every state in which any of them is qualified to do business; (h) the IP Collateral Assignments; and (i) Financing Statements with respect to all personal property and assets of the Company and each Guarantor.

Other Agreements and Documents. The Company shall have executed and delivered to each Lender this Agreement, issued to such Lender its Note, and the Company and each of the Guarantorsor OrthoSupply, as applicable, shall have executed and delivered the following agreements and documents: (a) The Debenture in the Company General Security Agreementform of Exhibit A attached hereto; (b) The $.345 Warrants in the Guarantiesform of Exhibit B attached hereto; (c) The $.375 Warrants in the Guarantors Security Agreementform of Exhibit C attached hereto; (d) The New Investor Rights Agreement in the Stock Pledge Agreementform of Exhibit D attached hereto; (e) a secretary’s certificate The Security Agreement in the form of the Company, (i) attaching a certified copy of the Certificate of Incorporation and current bylaws of the Company and certifying the same as not having been amended and as being in being in full force and effect, (ii) attaching and certifying resolutions by the Board of Directors approving the execution, delivery and performance of the Transaction Documents and the transactions contemplated thereby, and (iii) certifying as to the incumbency, and attaching specimen signatures of, the officers or representatives of the Company signing the Transaction Documents to which the Company is a partyExhibit E hereto; (f) a secretary’s certificate The Stock Pledge Agreement in the form of each of the Guarantors, (i) attaching a certified copy of the certificate of incorporation and current bylaws of such Guarantor and certifying the same as not having been amended and as being in being in full force and effect, (ii) attaching and certifying resolutions by the board of directors of such Guarantor approving the execution, delivery and performance of the Transaction Documents and the transactions contemplated thereby, and (iii) certifying as to the incumbency, and attaching specimen signatures of, the officers or representatives of such Guarantor signing the Transaction Documents to which such Guarantor is a partyExhibit F attached hereto; (g) a Certificate The Guaranty Agreement in the form of Good Standing and Tax Status from the state of incorporation of the Company and each Guarantor and from every state in which any of them is qualified to do businessExhibit G attached hereto; (h) The Guarantor Security Agreement in the IP Collateral Assignments; andform of Exhibit H attached hereto; (i) Financing Statements on Form UCC-1 with respect to all personal property and assets of the Company and OrthoSupply; (j) A Certificate of Good Standing from the state of incorporation of the Company and OrthoSupply; (k) A certificate of the Company’s CEO, dated the Closing Date, certifying (i) the fulfillment of the conditions specified in Sections 5.1 and 5.2 of this Agreement, (ii) the Board resolutions approving this Agreement and the transactions contemplated hereby, and (iii) other matters as the Purchaser shall reasonably request; (l) A written waiver, in form and substance satisfactory to the Purchaser, from each Guarantorperson other than the Purchaser who has any of the following rights: (i) any currently effective right of first refusal to acquire the Securities; or (ii) any right to an anti-dilution adjustment of securities issued by the Company that are held by such person that will be triggered as a result of (A) the issuance of the Securities or (B) the repricing of the warrants acquired by the Purchaser in connection with the Resale Transaction with the Existing Investors as contemplated by Section 7.16(b) hereof; (m) All necessary consents or waivers, if any, from all parties to any other material agreements to which the Company is a party or by which it is bound immediately prior to the Closing in order that the transactions contemplated hereby may be consummated and the business of the Company may be conducted by the Company after the Closing without adversely affecting the Company; and (n) Reimbursement of expenses as set forth in Section 12.9 hereof.

Other Agreements and Documents. The (a) With respect to the Initial Closing, the Company shall have executed and delivered to each Lender this Agreement, issued to such Lender its Note, and the Company and each of the Guarantors, as applicable, shall have executed and delivered the following agreements and documents: (ai) Certificates, registered in the Company General Security Agreementname of the Purchaser, representing 15 Preferred Shares; (bii) A Series B Warrant to purchase an aggregate of 1,000,000 shares of Common Stock of the GuarantiesCompany initially at an exercise price of $3.00 in the form of Exhibit B attached hereto; (ciii) The Registration Rights Agreement in the Guarantors Security Agreementform of Exhibit C hereto, executed by the Company; (div) The Security Agreement in the Stock Pledge Agreementform of Exhibit D hereto, executed by the Company; (ev) a secretary’s certificate The Guaranty Agreement in the form of Exhibit E attached hereto executed by each Subsidiary; (vi) The Guarantor Security Agreement in the form of Exhibit F attached hereto, executed by each Subsidiary; (vii) An opinion of counsel to the Company, (i) attaching a certified copy dated the date of the Certificate Closing, substantially in the form of Incorporation Exhibit G hereto, with such exceptions and current bylaws of the Company and certifying the same limitations as not having been amended and as being in being in full force and effect, (ii) attaching and certifying resolutions by the Board of Directors approving the execution, delivery and performance of the Transaction Documents and the transactions contemplated thereby, and (iii) certifying as shall be reasonably acceptable to counsel to the incumbency, and attaching specimen signatures of, the officers or representatives of the Company signing the Transaction Documents to which the Company is a partyPurchaser; (fviii) a secretary’s certificate of each of the Guarantors, (i) attaching a certified copy of the certificate of incorporation and current bylaws of such Guarantor and certifying the same as not having been amended and as being in being in full force and effect, (ii) attaching and certifying resolutions by the board of directors of such Guarantor approving the execution, delivery and performance of the Transaction Documents and the transactions contemplated thereby, and (iii) certifying as to the incumbency, and attaching specimen signatures of, the officers or representatives of such Guarantor signing the Transaction Documents to which such Guarantor is a party; (g) a A Certificate of Good Standing and Tax Status from the state of incorporation of the Company and each Guarantor and from every state in which any of them is qualified to do businessSubsidiary; (hix) A certificate of an officer of the Company, dated such Closing Date, certifying (i) the IP Collateral Assignmentsfulfillment of the conditions specified in Sections 5.1 and 5.2 of this Agreement, (ii) the Board resolutions approving this Agreement and the transactions contemplated hereby, (iii) the articles of incorporation and bylaws of the Company, each as amended as of such Closing Date; (iv) the names of each officer and director of the Company as of such Closing Date; and (v) such other matters as the Purchaser shall reasonably request; and (x) The Termination Agreement in the form of Exhibit H attached hereto. (b) With respect to the First Subsequent Optional Closing, if any, the Company shall have delivered the following agreements and documents: (i) Financing Statements Certificates, registered in the name of the Purchaser, representing 15 Preferred Shares; (ii) A Series B Warrant to purchase an aggregate of 1,000,000 shares of Common Stock of the Company initially at an exercise price of $3.00 in the form of Exhibit B attached hereto; (iii) An opinion of counsel to the Company, dated the date of the Closing, substantially in the form of Exhibit G hereto, with respect such exceptions and limitations as shall be reasonably acceptable to all personal property and assets counsel to the Purchaser; (iv) A Certificate of Good Standing from the state of incorporation of the Company and each GuarantorSubsidiary; and (v) A certificate of an officer of the Company, dated such Closing Date, certifying (i) the fulfillment of the conditions specified in Sections 5.1 and 5.2 of this Agreement, (ii) the Board resolutions approving this Agreement and the transactions contemplated hereby, (iii) the articles of incorporation and bylaws of the Company, each as amended as of such Closing Date; (iv) the names of each officer and director of the Company as of such Closing Date; and (v) such other matters as the Purchaser shall reasonably request. (c) With respect to the Second Subsequent Optional Closing, if any, the Company shall have delivered the following agreements and documents: (i) Certificates, registered in the name of the Purchaser, representing 20 Preferred Shares; (ii) A Series B Warrant to purchase an aggregate of 1,333,334 shares of Common Stock of the Company initially at an exercise price of $3.00 in the form of Exhibit B attached hereto; (iii) An opinion of counsel to the Company, dated the date of the Closing, substantially in the form of Exhibit G hereto, with such exceptions and limitations as shall be reasonably acceptable to counsel to the Purchaser; (iv) A Certificate of Good Standing from the state of incorporation of the Company and each Subsidiary; and (v) A certificate of an officer of the Company, dated such Closing Date, certifying (i) the fulfillment of the conditions specified in Sections 5.1 and 5.2 of this Agreement, (ii) the Board resolutions approving this Agreement and the transactions contemplated hereby, (iii) the articles of incorporation and bylaws of the Company, each as amended as of such Closing Date; (iv) the names of each officer and director of the Company as of such Closing Date; and (v) such other matters as the Purchaser shall reasonably request.

Other Agreements and Documents. The Company Borrowers shall have executed and delivered to each Lender this Agreement, issued to such Lender its Note, and the Company and each of the Guarantors, as applicable, shall have executed and delivered the following agreements and documents: (a) The Note in the Company General Security Agreementform of Exhibit A attached hereto, executed by the Borrowers; (b) The Series K Warrant in the Guarantiesform of Exhibit B attached hereto; (c) The Series J Amendment in the Guarantors Security Agreementform of Exhibit C attached hereto; (d) The Security Agreement in the Stock Pledge Agreementform of Exhibit D attached hereto, executed by each Borrower; (e) a secretary’s certificate The Guaranty Agreement in the form of the CompanyExhibit E attached hereto, (i) attaching a certified copy of the Certificate of Incorporation and current bylaws of the Company and certifying the same as not having been amended and as being in being in full force and effect, (ii) attaching and certifying resolutions executed by the Board of Directors approving the execution, delivery and performance of the Transaction Documents and the transactions contemplated thereby, and (iii) certifying as to the incumbency, and attaching specimen signatures of, the officers or representatives of the Company signing the Transaction Documents to which the Company is a partyeach Subsidiary; (f) a secretary’s certificate The Guarantor Security Agreement in the form of Exhibit F attached hereto, executed by each of the Guarantors, (i) attaching a certified copy of the certificate of incorporation and current bylaws of such Guarantor and certifying the same as not having been amended and as being in being in full force and effect, (ii) attaching and certifying resolutions by the board of directors of such Guarantor approving the execution, delivery and performance of the Transaction Documents and the transactions contemplated thereby, and (iii) certifying as to the incumbency, and attaching specimen signatures of, the officers or representatives of such Guarantor signing the Transaction Documents to which such Guarantor is a partySubsidiary; (g) The Registration Rights Agreement in the form of Exhibit G attached hereto, executed by the Company; (h) An opinion of counsel to the Borrowers, dated the date of the Closing, substantially in the form of Exhibit H hereto, with such exceptions and limitations as shall be reasonably acceptable to counsel to the Lender; (i) The Irrevocable Transfer Agent Instructions, substantially in the form of Exhibit I attached hereto, shall have been delivered to the Company’s transfer agent; (j) Financing Statements on Form UCC-1 with respect to the personal property and assets of each Borrower and each Subsidiary as to which the Lender will hold a security interest if requested by Lender; (k) A Certificate of Good Standing and Tax Status from the state of incorporation of the Company each Borrower and each Guarantor and from every state in which any of them is qualified to do businessSubsidiary; (hl) A certificate of the IP Collateral AssignmentsSecretary of each Borrower, dated as of the Closing Date, certifying the Board resolutions approving this Agreement and the transactions contemplated hereby and in a form acceptable to Lender; (m) A certificate of each Borrower’s CEO, dated as of the Closing Date, certifying the fulfillment of the conditions specified in Sections 5.2 and 5.3 of this Agreement and such other matters as the Lender shall reasonably request; and (in) Financing Statements with respect to all personal property A completed and assets of the Company and each Guarantorduly executed Florida documentary stamp tax return on Form DR-228.

Other Agreements and Documents. The Company shall have executed and delivered to each Lender this Agreement, issued to such Lender its Note, and the Company and each of the Guarantors, as applicable, shall have executed and delivered the following agreements and documents: (a) A certificate, registered in the Company General Security Agreementname of the Purchaser, representing the number Preferred Shares corresponding to the applicable Release Amount as determined in accordance with Section 1.4(b) hereof; (b) A Series D Warrant in the Guarantiesform of Exhibit B attached hereto, registered in the name of the Purchaser, entitling the Purchaser to acquire the number of shares of Common Stock corresponding to the applicable Release Amount as determined in accordance with Section 1.4(b) hereof; (c) An opinion of counsel to the Guarantors Security AgreementCompany, dated the date of such Closing, in a form as shall be reasonably acceptable to counsel to the Purchaser; (d) the Stock Pledge Agreement; (e) a secretary’s certificate of the Company, (i) attaching a certified copy of the Certificate of Incorporation and current bylaws of the Company and certifying the same as not having been amended and as being in being in full force and effect, (ii) attaching and certifying resolutions by the Board of Directors approving the execution, delivery and performance of the Transaction Documents and the transactions contemplated thereby, and (iii) certifying as to the incumbency, and attaching specimen signatures of, the officers or representatives of the Company signing the Transaction Documents to which the Company is a party; (f) a secretary’s certificate of each of the Guarantors, (i) attaching a certified copy of the certificate of incorporation and current bylaws of such Guarantor and certifying the same as not having been amended and as being in being in full force and effect, (ii) attaching and certifying resolutions by the board of directors of such Guarantor approving the execution, delivery and performance of the Transaction Documents and the transactions contemplated thereby, and (iii) certifying as to the incumbency, and attaching specimen signatures of, the officers or representatives of such Guarantor signing the Transaction Documents to which such Guarantor is a party; (g) a A Certificate of Good Standing and Tax Status from the state of incorporation of the Company and each Guarantor and from every state in which any as of them is qualified to do business; (h) the IP Collateral Assignmentsa recent date; and (e) A certificate of an officer of the Company, dated such Closing Date, certifying (i) Financing Statements with respect to all personal property the fulfillment of the conditions specified in Sections 5.1 and assets 5.2 of this Agreement, (ii) the Board resolutions approving this Agreement and the transactions contemplated hereby, (iii) the articles of incorporation and bylaws of the Company, each as amended as of such Closing Date; (iv) the names of each officer and director of the Company as of such Closing Date; and each Guarantor(v) such other matters as the Purchaser shall reasonably request. (f) With respect to the Initial Closing only: (i) A certificate, registered in the name of the Purchaser, representing 300 Preferred Shares; (ii) A Series D Warrant in the form of Exhibit B attached hereto, registered in the name of the Purchaser, entitling the Purchaser to acquire 12,000,000 shares of Common Stock; (iii) Exchanged Warrants, registered in the name of the Purchaser, having an exercise price of $0.50 and having identical denominations and expiration dates as the Series C Warrants being surrendered for cancellation; (iv) The Registration Rights Agreement in the form of Exhibit E hereto, executed by the Company; (v) The Security Agreement in the form of Exhibit D hereto, executed by the Company; and (vi) The New Debentures in the forms set forth in Exhibits C-1, Exhibits C-2, and Exhibits C-3, attached hereto.

Other Agreements and Documents. The With respect to the Closing, the Company shall have executed and delivered to each Lender this Agreement, issued to such Lender its Note, and the Company and each of the Guarantors, as applicable, shall have executed and delivered the following agreements and documents: (a) A Note in the Company General Security Agreementprincipal amount of $1,000,000 in the form of Exhibit A attached hereto; (b) A Common Stock Warrant to purchase an aggregate of 1,000,000 shares of Common Stock of the GuarantiesCompany initially at an initial exercise price of $2.25 in the form of Exhibit B attached hereto; (c) A Contingent Common Stock Warrant to purchase up to an aggregate of 1,000,000 shares of Common Stock of the Guarantors Security AgreementCompany at an initial exercise price of $2.00 in the form of Exhibit C attached hereto; (d) The Security Agreement in the form of Exhibit D attached hereto, executed by the Company and the Series B Preferred Stock Pledge AgreementHolder; (e) a secretary’s certificate The Guaranty Agreement in the form of the CompanyExhibit E attached hereto, (i) attaching a certified copy of the Certificate of Incorporation and current bylaws of the Company and certifying the same as not having been amended and as being in being in full force and effect, (ii) attaching and certifying resolutions executed by the Board of Directors approving the execution, delivery and performance of the Transaction Documents and the transactions contemplated thereby, and (iii) certifying as to the incumbency, and attaching specimen signatures of, the officers or representatives of the Company signing the Transaction Documents to which the Company is a partyeach Subsidiary; (f) a secretary’s certificate The Guarantor Security Agreement in the form of Exhibit F attached hereto, executed by each of the Guarantors, (i) attaching a certified copy of the certificate of incorporation and current bylaws of such Guarantor and certifying the same as not having been amended and as being in being in full force and effect, (ii) attaching and certifying resolutions by the board of directors of such Guarantor approving the execution, delivery and performance of the Transaction Documents Subsidiary and the transactions contemplated thereby, and (iii) certifying as to the incumbency, and attaching specimen signatures of, the officers or representatives of such Guarantor signing the Transaction Documents to which such Guarantor is a partySeries B Preferred Stock Holder; (g) a The Registration Rights Agreement in the form of Exhibit G attached hereto, executed by the Company; (h) A Securityholders’ Agreement in the form of Exhibit H attached hereto, executed by the Company and the Series B Preferred Stock Holder; (i) A Certificate of Good Standing and Tax Status from the state of incorporation of the Company and each Guarantor and from every state in which any of them is qualified to do business; (h) the IP Collateral AssignmentsSubsidiary; and (j) A certificate of an officer of the Company, dated as of the Closing Date, certifying (i) Financing Statements with respect to all personal property the fulfillment of the conditions specified in Sections 5.1 and assets 5.2 of this Agreement, (ii) the Board resolutions approving this Agreement and the transactions contemplated hereby, (iii) the Board resolutions approving the Securities Purchase Agreement, dated June 4, 2010, by and between the Company and Vicis, and the transactions contemplated thereby, (iv) the Articles of Incorporation and Bylaws of the Company, each as amended as of the Closing Date; (v) the names of each officer and director of the Company as of the Closing Date; and each Guarantor(vi) such other matters as the Purchaser shall reasonably request.

Other Agreements and Documents. The Company shall have executed and delivered to each Lender this Agreement, issued to such Lender its Note, and the Company and each of the Guarantorsor OrthoSupply, as applicable, shall have executed and delivered the following agreements and documents: (a) The Debentures in the Company General Security Agreementform of Exhibit A attached hereto; (b) The $.345 Warrants in the Guarantiesform of Exhibit B attached hereto; (c) The $.375 Warrants in the Guarantors Security Agreementform of Exhibit C attached hereto; (d) The Security Agreement in the Stock Pledge Agreementform of Exhibit D hereto; (e) a secretary’s certificate The Stock Pledge Agreement in the form of the Company, (i) attaching a certified copy of the Certificate of Incorporation and current bylaws of the Company and certifying the same as not having been amended and as being in being in full force and effect, (ii) attaching and certifying resolutions by the Board of Directors approving the execution, delivery and performance of the Transaction Documents and the transactions contemplated thereby, and (iii) certifying as to the incumbency, and attaching specimen signatures of, the officers or representatives of the Company signing the Transaction Documents to which the Company is a partyExhibit E attached hereto; (f) a secretary’s certificate The Guaranty Agreement in the form of each of the Guarantors, (i) attaching a certified copy of the certificate of incorporation and current bylaws of such Guarantor and certifying the same as not having been amended and as being in being in full force and effect, (ii) attaching and certifying resolutions by the board of directors of such Guarantor approving the execution, delivery and performance of the Transaction Documents and the transactions contemplated thereby, and (iii) certifying as to the incumbency, and attaching specimen signatures of, the officers or representatives of such Guarantor signing the Transaction Documents to which such Guarantor is a partyExhibit F attached hereto; (g) a Certificate The Guarantor Security Agreement in the form of Good Standing and Tax Status from the state of incorporation of the Company and each Guarantor and from every state in which any of them is qualified to do businessExhibit G attached hereto; (h) the IP Collateral Assignments; and (i) Financing Statements on Form UCC-1 with respect to all personal property and assets of the Company and OrthoSupply; (i) A Certificate of Good Standing from the state of incorporation of the Company and OrthoSupply; (j) A certificate of the Company's CEO, dated the Closing Date, certifying (i) the fulfillment of the conditions specified in Sections 5.1 and 5.2 of this Agreement, (ii) the Board resolutions approving this Agreement and the transactions contemplated hereby, and (iii) other matters as the Purchasers shall reasonably request; (k) A written waiver, in form and substance satisfactory to the Purchasers, from each Guarantor.Person other than the Purchasers who has any of the following rights: (i) any currently effective right of first refusal to acquire the Securities; or (ii) any right to an anti-dilution adjustment of securities issued by the Company that are held by such Person that will be triggered as a result of the issuance of the Securities; and (l) All necessary consents or waivers, if any, from all parties to any other material agreements to which the Company is a party or by which it is bound immediately prior to the Closing in order that the transactions contemplated hereby may be consummated and the business of the Company may be conducted by the Company after the Closing without adversely affecting the Company; and

Other Agreements and Documents. The Company shall have executed and delivered to each Lender this Agreement, issued to such Lender its Note, and the Company and each of the GuarantorsGuarantor, as applicable, shall have executed and delivered the following agreements and documents: (a) the Company General Security Agreement; (b) the GuarantiesGuaranty; (c) the Guarantors Guarantor’s Security Agreement; (d) the Stock Pledge Agreement; (e) a secretary’s certificate of the Company, (i) attaching a certified copy of the Certificate of Incorporation and current bylaws of the Company and certifying the same as not having been amended and as being in being in full force and effect, (ii) attaching and certifying resolutions by the Board of Directors approving the execution, delivery and performance of the Transaction Documents and the transactions contemplated thereby, and (iii) certifying as to the incumbency, and attaching specimen signatures of, the officers or representatives of the Company signing the Transaction Documents to which the Company is a party; (f) a secretary’s certificate of each of the GuarantorsGuarantor, (i) attaching a certified copy of the certificate of incorporation and current bylaws of such the Guarantor and certifying the same as not having been amended and as being in being in full force and effect, (ii) attaching and certifying resolutions by the board of directors of such the Guarantor approving the execution, delivery and performance of the Transaction Documents and the transactions contemplated thereby, and (iii) certifying as to the incumbency, and attaching specimen signatures of, the officers or representatives of such the Guarantor signing the Transaction Documents to which such the Guarantor is a party; (g) a Certificate of Good Standing and Tax Status from the state of incorporation of the Company and each the Guarantor and from every state in which any of them is qualified to do business; (h) the IP Collateral Assignments; and (i) Financing Statements with respect to all personal property and assets of the Company and each the Guarantor.

Other Agreements and Documents. The Company shall have executed and delivered to each Lender Purchaser this Agreement, issued to such Lender its NotePurchaser all of the Debentures, and the Company and each of the Guarantors, as applicable, shall have executed and delivered the following agreements and documents: (a) the Conversion Agreement; (b) the Investors Rights Agreement; (c) the Voting Agreement; (d) the amendment to the Registration Rights Agreement; (e) the Company General Security Agreement; (bf) the Guaranties; (cg) the Guarantors Security Agreement; (dh) the Stock Pledge Agreement; (ei) the Subordination Agreement; (j) a secretary’s 's certificate of the Company, (i) attaching a certified copy of the Certificate of Incorporation and current bylaws of the Company and certifying the same as not having been amended and as being in being in full force and effect, (ii) attaching and certifying resolutions by the Board of Directors approving the execution, delivery and performance of the Transaction Documents and the transactions contemplated thereby, and (iii) certifying as to the incumbency, and attaching specimen signatures of, the officers or representatives of the Company signing the Transaction Documents to which the Company is a party; (fk) a secretary’s 's certificate of each of the Guarantors, (i) attaching a certified copy of the certificate of incorporation and current bylaws of such Guarantor and certifying the same as not having been amended and as being in being in full force and effect, (ii) attaching and certifying resolutions by the board of directors of such Guarantor approving the execution, delivery and performance of the Transaction Documents and the transactions contemplated thereby, and (iii) certifying as to the incumbency, and attaching specimen signatures of, the officers or representatives of such Guarantor signing the Transaction Documents to which such Guarantor is a party; (gl) a Certificate of Good Standing and Tax Status from the state of incorporation of the Company and each Guarantor and from every state in which any of them is qualified to do business; (h) the IP Collateral Assignments; and (im) Financing Statements and Termination Statements on Form UCC-1 (or the applicable form) with respect to all personal property and assets of the Company and each Guarantor.

Other Agreements and Documents. The (a) With respect to the Initial Closing, the Company shall have executed and delivered to each Lender this Agreement, issued to such Lender its Note, and the Company and each of the Guarantors, as applicable, shall have executed and delivered the following agreements and documents: (ai) Certificates, registered in the Company General Security Agreementname of the Purchaser, representing 15 Preferred Shares; (bii) A Series B Warrant to purchase an aggregate of 3,000,000 shares of Common Stock of the GuarantiesCompany initially at an exercise price of $3.00 in the form of Exhibit B attached hereto; (ciii) The Registration Rights Agreement in the Guarantors Security Agreementform of Exhibit C hereto, executed by the Company; (div) The Amended and Restated Security Agreement in the Stock Pledge Agreementform of Exhibit D hereto, executed by the Company; (ev) a secretary’s certificate The Guaranty Agreement in the form of Exhibit E attached hereto executed by each Subsidiary; (vi) The Amended and Restated Guarantor Security Agreement in the form of Exhibit F attached hereto, executed by each Subsidiary; (vii) An opinion of counsel to the Company, (i) attaching a certified copy dated the date of the Certificate Closing, substantially in the form of Incorporation Exhibit G hereto, with such exceptions and current bylaws of the Company and certifying the same limitations as not having been amended and as being in being in full force and effect, (ii) attaching and certifying resolutions by the Board of Directors approving the execution, delivery and performance of the Transaction Documents and the transactions contemplated thereby, and (iii) certifying as shall be reasonably acceptable to counsel to the incumbency, and attaching specimen signatures of, the officers or representatives of the Company signing the Transaction Documents to which the Company is a partyPurchaser; (fviii) a secretary’s certificate of each of the Guarantors, (i) attaching a certified copy of the certificate of incorporation and current bylaws of such Guarantor and certifying the same as not having been amended and as being in being in full force and effect, (ii) attaching and certifying resolutions by the board of directors of such Guarantor approving the execution, delivery and performance of the Transaction Documents and the transactions contemplated thereby, and (iii) certifying as to the incumbency, and attaching specimen signatures of, the officers or representatives of such Guarantor signing the Transaction Documents to which such Guarantor is a party; (g) a A Certificate of Good Standing and Tax Status from the state of incorporation of the Company and each Guarantor and from every state in which any of them is qualified to do business; (h) the IP Collateral AssignmentsSubsidiary; and (ix) A certificate of an officer of the Company, dated such Closing Date, certifying (i) Financing Statements with the fulfillment of the conditions specified in Sections 5.1 and 5.2 of this Agreement, (ii) the Board resolutions approving this Agreement and the transactions contemplated hereby, (iii) the articles of incorporation and bylaws of the Company, each as amended as of such Closing Date; (iv) the names of each officer and director of the Company as of such Closing Date; and (v) such other matters as the Purchaser shall reasonably request. (b) With respect to all personal property the Subsequent Closing, if any, the Company shall have delivered the following agreements and assets documents: (i) Certificates, registered in the name of the Purchaser, representing the number of Preferred Shares corresponding to the amount to be sold by the Company; (ii) A Series B Warrant to purchase an aggregate of 1,000,000 shares of Common Stock of the Company initially at an exercise price of $3.00 in the form of Exhibit B attached hereto; (iii) An opinion of counsel to the Company, dated the date of the Closing, substantially in the form of Exhibit G hereto, with such exceptions and limitations as shall be reasonably acceptable to counsel to the Purchaser; (iv) A Certificate of Good Standing from the state of incorporation of the Company and each GuarantorSubsidiary; and (v) A certificate of an officer of the Company, dated such Closing Date, certifying (i) the fulfillment of the conditions specified in Sections 5.1 and 5.2 of this Agreement, (ii) the Board resolutions approving this Agreement and the transactions contemplated hereby, (iii) the articles of incorporation and bylaws of the Company, each as amended as of such Closing Date; (iv) the names of each officer and director of the Company as of such Closing Date; and (v) such other matters as the Purchaser shall reasonably request.