Common use of REPRESENTATIONS BY THE COMPANY Clause in Contracts

REPRESENTATIONS BY THE COMPANY. The Company represents and warrants to the Subscriber that as of the date of the closing of this Offering (the "Closing Date"): (a) The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and has the corporate power to conduct the business which it conducts and proposes to conduct. (b) The execution, delivery and performance of this Subscription Agreement by the Company have been duly authorized by the Company and all other corporate action required to authorize and consummate the offer and sale of the Units have been duly taken and approved. (c) The Units have been duly and validly authorized and issued. (d) The Company has obtained, or is in the process of obtaining, all licenses, permits and other governmental authorizations necessary to the conduct of its business, except where the failure to so obtain such licenses, permits and authorizations would not have a material adverse effect on the Company. Such licenses, permits and other governmental authorizations obtained are in full force and effect, except where the failure to be so would not have a material adverse effect on the Company, and the Company is in all material respects complying therewith. (e) The Company knows of no pending or threatened legal or governmental proceedings to which the Company is a party which would materially adversely affect the business, financial condition or operations of the Company. (f) The Company is not in violation of or default under, nor will the execution and delivery of this Subscription Agreement or the issuance of the Units, or the consummation of the transactions herein contemplated, result in a violation of, or constitute a default under, the Company's certificate of incorporation or by-laws, any material obligations, agreements, covenants or conditions contained in any bond, debenture, note or other evidence of indebtedness or in any material contract, indenture, mortgage, loan agreement, lease, joint venture or other agreement or instrument to which the Company is a party or by which it or any of its properties may be bound or any material order, rule, regulation, writ, injunction, or decree of any government, governmental instrumentality or court, domestic or foreign.

REPRESENTATIONS BY THE COMPANY. The Company represents and warrants to the Subscriber that as of the date of the closing of this Offering (the "Closing Date"):Purchaser that: (a) The Company has been duly organized and is a corporation duly incorporated, validly existing and in good standing as a corporation under the laws of state of Delaware, with power and authority (corporate and other) to own, lease and operate its properties and to conduct its business as currently being conducted by the Company and is duly qualified to conduct business and is in good standing under the laws of the State of Delaware and has the corporate power to conduct the business which it conducts and proposes to conduct. (b) The execution, delivery and performance of this Subscription Agreement by the Company have been duly authorized by the Company and all other corporate action required to authorize and consummate the offer and sale of the Units have been duly taken and approved. (c) The Units have been duly and validly authorized and issued. (d) The Company has obtained, or each jurisdiction where such qualification is in the process of obtaining, all licenses, permits and other governmental authorizations necessary to the conduct of its businessrequired, except where the failure to so obtain lack of such licenses, permits and authorizations qualification would not have a material adverse effect on the Company. Such licenses, permits and other governmental authorizations obtained are in full force and effect, except where the failure to be so would not have a material adverse effect on the Company, and the Company is in all material respects complying therewith. (e) The Company knows of no pending or threatened legal or governmental proceedings to which the Company is a party which would materially adversely affect the business, financial condition or results of operations of the Company.Company (a "Material Adverse Effect"); (fb) The Company is not has all requisite corporate power and authority to execute, deliver and perform this Agreement. The execution, delivery and performance of this Agreement has been duly authorized by all necessary corporate action of the Company. This Agreement has been duly executed and delivered by the Company and constitutes a legal, valid and binding obligation of the Company enforceable against the Company in violation of or default under, nor will the accordance with its terms; (c) The execution and delivery by the Company of this Subscription Agreement or the issuance of the UnitsAgreement, or the consummation by the Company of the transactions herein contemplatedcontemplated hereby, and compliance by the Company with the terms and provisions hereof will not result: i. in a violation of any provision of the certificate of incorporation, bylaws or any other organizational documents of the Company; ii. in any violation of any statute, code, ordinance, rule, regulation, judgment, ruling, order, writ, decree, injunction or other restriction of any government, governmental agency or court to which the Company, its subsidiaries or any of its properties or assets, is subject, or iii. conflict with, result in a violation breach of, or constitute a default under, result in the Company's certificate of incorporation or by-lawsacceleration of, any material obligations, agreements, covenants or conditions contained create in any bondparty the right to accelerate, debentureterminate, note modify or other evidence of indebtedness cancel, or in require any material notice under any agreement, contract, indenture, mortgage, loan agreement, lease, joint venture license. instrument or other agreement or instrument arrangement to which the Company or any of its subsidiaries is a party or by which it the Company or any of its properties may be subsidiaries is bound or to which any material of its assets is subject, or result in the creation of any mortgage, pledge, lien, encumbrance, charge or other security interest (each a "Security Interest") upon any of the assets of the Company, except where any such violation, conflict, breach. default, acceleration, termination, modification, cancellation. failure to give notice or creation of a Security Interest could not have and are not reasonably likely to have a Material Adverse Effect (d) The Company is not required to obtain any consent, approval. order, ruleauthorization, regulationregistration, writ, injunctiondeclaration from, or decree to make any filing with, any court, agency, or governmental authority or instrumentality or any other third party in connection with (i) the Company's execution and delivery of this Agreement or any document, agreement or instrument to be executed pursuant to this Agreement or (ii) the consummation by the Company of the transactions contemplated hereby; (e) The business of the Company is being conducted in compliance with all laws, ordinances and regulations of any governmentgovernment entity applicable to the Company, except for violations, if any, which alone or in the aggregate have not had and are not reasonably likely to have a Material Adverse Effect; all governmental instrumentality approvals, permits and licenses required by the Company in connection with the conduct of its business have been obtained and are in full force and effect and are being complied with, except for such as alone or courtin the aggregate have not had or are not reasonably likely to have a Material Adverse Effect; (f) Upon payment for the Shares as provided herein, domestic the Purchaser will receive good and valid title to the Shares purchased hereunder which shall be fully paid and nonassessable shares of the Company, free and clear of all liens, claims, restrictions and encumbrances; (g) The Company is a reporting company under the Securities Exchange Act of 1934, as amended (the "1934 Act") and is current in all forms, reports and documents required to be filed pursuant to the 1934 Xxx. Xxl such filings at the time they were filed with the Securities and Exchange Commission complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the Commission thereunder and, as of the Closing Date, the most recent Form 10-K and Annual Report to Shareholders of the Company, when read together with filings made subsequent thereto, including the Form 10-Q for the quarter ending September 30, 1998 and the Report on Form 8 filed to report the execution of the License Agreement, do not contain an untrue statement of a material fact or foreignomit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Since the respective dates as of which information is given in such filings, (i) there has been no material adverse change in the condition, financial or otherwise, of the Company, or in the business, operations, or prospects of the Company except for any changes resulting from entering into the Licensing Agreement, whether or not arising in the ordinary course of business, (ii) there have been no transactions entered into by the Company or any of its subsidiaries which are material to the Company and its subsidiaries considered as a whole, other than those in the ordinary course of business and those contemplated by this Agreement, and (iii) there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock. (h) The authorized, issued and outstanding capital stock of the Company as of January 31, 1999 is set forth in Schedule A. All of the issued and outstanding shares of capital stock of the Company are duly authorized, validly issued, fully paid and non-assessable. As of January 31, 1999, there are no outstanding options, warrants or other rights of any kind to acquire any additional shares of capital stock of the Company or securities convertible into or exchangeable for, or which otherwise confer on the holder thereof any right to acquire, any such additional shares, nor is any Company committed to issue any such option, warrant, right or security, except as set forth on Schedule A; (i) The Company has filed with the appropriate governmental agencies (whether national, regional or local) all material tax returns and tax reports (the "Returns") required to be filed by it on or before the date hereof with respect to any period ending on or before the date hereof. As of the time of filing, the Returns correctly reflected or will correctly reflect the tax liability of the Company for the relevant period and any other information required to be shown thereon. The Company has timely paid or made provision for all taxes that have been shown as due and payable on its Returns. The Company has made or will make provision for any tax payable for any period ending on or before the date hereof that has not been paid on or before the date hereof. No deficiency for any tax has been proposed, asserted or assessed against the Company, and no delinquencies in the payment of any tax exist for which the Company could be liable that have not been reserved for in the Company's financial statements; (j) Based in part on the representations and warranties made by the Purchaser herein, the sale of the Shares by the Company to the Purchaser is exempt from the registration provisions of the Securities Act.

REPRESENTATIONS BY THE COMPANY. The Company represents and warrants to makes the Subscriber that following representations as of the date of basis for the closing of this Offering (the "Closing Date"):undertakings on its part herein contained: (a) The Company (1) is a corporation duly incorporated, validly presently existing and in good standing under the laws of the State of Delaware Illinois, (2) is duly qualified to transact business and has the corporate power to conduct the business which it conducts and proposes to conduct. (b) The execution, delivery and performance of this Subscription Agreement by the Company have been duly authorized by the Company and all other corporate action required to authorize and consummate the offer and sale of the Units have been duly taken and approved. (c) The Units have been duly and validly authorized and issued. (d) The Company has obtained, or is in the process good standing in every state where its ownership of obtaining, all licenses, permits and other governmental authorizations necessary to property or the conduct of its business, except where the failure to so obtain such licenses, permits and authorizations would not have a material adverse effect on the Company. Such licenses, permits and other governmental authorizations obtained are in full force and effect, except where the failure to business requires that it be so would not have a material adverse effect on the Companyqualified, and the Company is in all material respects complying therewith. (e3) The Company knows of no pending or threatened legal or governmental proceedings to which the Company is a party which would materially adversely affect the business, financial condition or operations of the Company. (f) The Company is not in violation of any provision of its Articles of Incorporation or default underits By-laws, nor will (4) has full corporate power to own its properties and conduct its business, (5) has full legal right, power and authority to enter into this Agreement, the Tax Agreement, the Broker-Dealer Agreement, the Auction Agreement and the First Mortgage Supplemental Indenture and to issue the First Mortgage Bonds and consummate all transactions contemplated by this Agreement, the Tax Agreement, the Broker-Dealer Agreement, the Auction Agreement, and the First Mortgage Supplemental Indenture and (6) by proper corporate action has duly authorized the execution and delivery of this Subscription Agreement Agreement, the Tax Agreement, the Broker-Dealer Agreement, the Auction Agreement, the First Mortgage Supplemental Indenture and the First Mortgage Bonds. (b) Neither the execution and delivery by the Company of this Agreement, the Tax Agreement, the Broker-Dealer Agreement, the Auction Agreement, the First Mortgage Supplemental Indenture or the issuance of the Units, or First Mortgage Bonds nor the consummation by the Company of the transactions herein contemplated, contemplated by this Agreement conflicts with or will result in a violation ofbreach of or default under the Articles of Incorporation or By-laws of the Company or the terms, conditions or constitute a default underprovisions of any corporate restriction or any statute, the Company's certificate of incorporation or by-lawsorder, any rule, regulation, material obligations, agreements, covenants or conditions contained in any bond, debenture, note or other evidence of indebtedness or in any material contract, indenture, mortgage, loan agreement, lease, joint venture or other agreement or material instrument to which the Company is a party or by which it is bound and, other than such as have previously been obtained and are in full force and effect, no approval or other action by any governmental authority or agency is required in connection with the execution, delivery and performance thereof. (c) This Agreement, the Tax Agreement, the Broker-Dealer Agreement, the Auction Agreement, the First Mortgage Supplemental Indenture and the First Mortgage Bonds have been duly authorized, executed and delivered by the Company and constitute the legal, valid and binding obligations of the Company enforceable against it in accordance with their respective terms, except to the extent that enforcement thereof may be limited by bankruptcy, insolvency or other similar laws affecting creditors' rights generally and by general principles of equity. (d) There is no litigation or proceeding pending, or to the knowledge of the Company after due inquiry threatened, against the Company, or affecting it, which could adversely affect the validity of this Agreement, the Tax Agreement, the Broker-Dealer Agreement, the Auction Agreement, the First Mortgage Supplemental Indenture or the First Mortgage Bonds or, except as disclosed in the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 2002 and subsequent filings with the Securities and Exchange Commission under Sections 13(a) or 15(d) of the Securities Exchange Act of 1934, the ability of the Company to comply with its obligations under this Agreement, the Broker-Dealer Agreement, the Auction Agreement, the Tax Agreement, the Broker-Dealer Agreement, the Auction Agreement, the First Mortgage Supplemental Indenture or the First Mortgage Bonds. (e) The Company has obtained all necessary regulatory approval and authorization to issue the Bonds and execute and deliver this Agreement, the Tax Agreement, the Broker-Dealer Agreement, the Auction Agreement, the First Mortgage Supplemental Indenture and the First Mortgage Bonds, and no further or additional approval, authorization or consent of any governmental or public agency or authority is required in connection with the execution and delivery of this Agreement, the Tax Agreement, the Broker-Dealer Agreement, the Auction Agreement, the First Mortgage Supplemental Indenture, the Continuing Disclosure Undertaking or the First Mortgage Bonds. (f) The information furnished by the Company and used by the Issuer in preparing the Form 8038, Information Return for Private Activity Bond Issues, which has been filed by or on behalf of the Issuer with the Internal Revenue Service Center in Philadelphia, Pennsylvania, pursuant to Section 149(e) of the Code, in connection with the issuance of the Bonds, was true and complete as of the date of filing of said Form 8038. (g) The statements, information and descriptions contained in the Project Certificate are true, correct and complete in all material respects, and the estimates and the assumptions contained in the Project Certificate are reasonable and based on the best information available to the Company. (h) No "event of default" (as defined in the Prior Agreements) has occurred and is continuing under the Prior Agreements or the Prior Indentures, and no event has occurred and is continuing which, with the lapse of time or the giving of notice, or both, would become an "event of default" thereunder. (i) The Project is located within the jurisdiction of the City of Chicago, which is an "area of critical labor surplus" within the meaning of the Act, and within the planning and subdivision control jurisdiction of the City of Chicago. (j) To the best of the Company's knowledge, the Project contributed to increased employment opportunities within the boundaries of the City of Chicago, or otherwise served the public purposes set forth in the Act as of the date hereof. (k) The Project is an "industrial project," within the meaning of the Act as of the date hereof, and constitutes "facilities for the local furnishing of electric energy or gas" within the meaning of Section 142(a)(8) of the Code, and has been and will continue to be operated as an "industrial project" from the date placed in service to the date of the termination of this Agreement. No changes will be made in the Project or in the operation of it which will affect the qualification of the Project as an "industrial project" under the Act as of the date hereof, or as "facilities for the local furnishing of electric energy or gas" under Section 142(a)(8) of the Code or impair the excludability of interest on any of its properties may be bound or any material order, rule, regulation, writ, injunction, or decree the Bonds from gross income of any government, governmental instrumentality or court, domestic or foreignthe owners thereof for federal income tax purposes.

REPRESENTATIONS BY THE COMPANY. The Company hereby represents and warrants to the Subscriber that Securityholders as of the date of the closing of this Offering (the "Closing Date"):Agreement as follows: (a) The Company is a corporation duly incorporatedorganized, validly existing and in good standing under the laws of the State its state of Delaware incorporation, with all requisite power and has the corporate power authority to conduct own, lease, license, and use its properties and assets and to carry out the business in which it conducts is engaged, except where the failure to have or be any of the foregoing may not be expected to have a material adverse effect on the Company’s presently conducted businesses. The Company is not in violation of any of the provisions of its certificate of incorporation, bylaws or other organizational or charter documents. The Company is duly qualified to transact the business in which it is engaged and proposes is in good standing as a foreign corporation in every jurisdiction in which its ownership, leasing, licensing or use of property or assets or the conduct of its business make such qualification necessary, except where the failure to conductbe so qualified or in good standing, as the case may be, could not, individually or in the aggregate, have or reasonably be expected to result in (i) a material and adverse effect on the legality, validity or enforceability of this Agreement, (ii) a material and adverse effect on the results of operations, assets, prospects, business or condition (financial or otherwise) of the Company, taken as a whole, or (iii) an adverse impairment to the Company’s ability to perform on a timely basis its obligations hereunder (any of (i), (ii) or (iii), a “Material Adverse Effect”). (b) The Company has the requisite corporate power and authority to enter into, deliver and consummate the transactions contemplated by this Agreement, to issue and sell the Shares, to deliver the Shares and otherwise to carry out its obligations hereunder. The execution and delivery of this Agreement and the consummation by it of the transactions contemplated thereby have been duly authorized by the Company and no further action is required by the Company in connection therewith. When executed and delivered by the Company, this Agreement will constitute the legal, valid and binding obligation of the Company, enforceable as to the Company in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, arrangement, fraudulent conveyance or transfer, moratorium or other laws or court decisions, now or hereinafter in effect, relating to or affecting the rights of creditors generally and as may be limited by general principles of equity and the discretion of the court having jurisdiction in an enforcement action (regardless of whether such enforceability is considered in a proceeding in equity or at law). (c) The execution, delivery and performance of this Subscription Agreement by the Company have been duly authorized and the consummation by the Company and all other corporate action required to authorize and consummate the offer and sale of the Units have been duly taken transactions contemplated hereby do not and approved. will not: (ci) The Units have been duly and validly authorized and issued. (d) The Company has obtained, conflict with or is in the process of obtaining, all licenses, permits and other governmental authorizations necessary to the conduct of its business, except where the failure to so obtain such licenses, permits and authorizations would not have a material adverse effect on the Company. Such licenses, permits and other governmental authorizations obtained are in full force and effect, except where the failure to be so would not have a material adverse effect on the Company, and the Company is in all material respects complying therewith. (e) The Company knows of no pending or threatened legal or governmental proceedings to which the Company is a party which would materially adversely affect the business, financial condition or operations violate any provision of the Company. (f) The Company is not in violation ’s certificate of incorporation or default under, nor will the execution and delivery of this Subscription Agreement or the issuance of the Unitsbylaws, or the consummation of the transactions herein contemplated(ii) violate, result in a violation ofconflict with, or constitute a default or breach (or an event that with notice or lapse of time or both would become a default) under, the Company's certificate or give to others any rights of incorporation termination, amendment, acceleration or by-lawscancellation (with or without notice, lapse of time or both) of, any material obligationsagreement, agreementscredit facility, covenants or conditions contained in any bond, debenture, note debt or other evidence of indebtedness instrument (evidencing a Company debt or in any material contract, indenture, mortgage, loan agreement, lease, joint venture otherwise) or other agreement or instrument understanding to which the Company is a party or by which it any property or any asset of its properties may be the Company is bound or affected, or (iii) result in a violation of any material orderlaw, rule, regulation, writorder, judgment, injunction, decree or decree other restriction of any governmentcourt or governmental authority to which the Company is subject (including federal and state securities laws and regulations), governmental instrumentality or courtby which any property or asset of the Company is bound or affected; except in the case of each of clauses (ii) and (iii), domestic such as could not, individually or foreignin the aggregate, have or reasonably be expected to result in a Material Adverse Effect. (d) The Shares have been duly authorized and, when issued and paid for in accordance with this Agreement, will be duly and validly issued, fully paid and nonassessable, will not be issued in violation of any preemptive or other rights of stockholders, and will be issued free and clear of all liens and encumbrances, other than restrictions on transfer under applicable securities laws.

REPRESENTATIONS BY THE COMPANY. The Company represents and warrants to the Subscriber that as of the date of the closing of this Offering (the "Closing Date"): (a) 2.1 The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware Nevada and has the corporate power to conduct the business which it conducts and proposes to conduct. (b) 2.2 The execution, delivery and performance of this Subscription Agreement by the Company have has been duly authorized by the Company and all other corporate action required to authorize and consummate the offer and sale of the Units have has been duly taken and approved. (c) 2.3 The Units Securities have been duly and validly authorized and issued. (d) 2.4 The Company has obtained, or is in the process of obtaining, all licenses, permits and other governmental authorizations necessary to for the conduct of its business, except where the failure to so obtain such licenses, permits and authorizations would not have a material adverse effect on the Company. Such licenses, permits and other governmental authorizations which have been obtained are in full force and effect, except where the failure to be so would not have a material adverse effect on the Company, and the Company is in all material respects complying therewith. (e) 2.5 The Company knows of no pending or threatened legal or governmental proceedings to which the Company is a party which would materially adversely affect the business, financial condition or operations of the Company. (f) 2.6 The Company is not in violation of or default under, nor will the execution and delivery of this Subscription Agreement or the issuance of the UnitsCommon Stock, or the consummation of the transactions herein contemplated, result in a violation of, or constitute a default under, the Company's certificate Certificate of incorporation Incorporation or byBy-laws, any material obligations, agreements, covenants or conditions contained in any bond, debenture, note or other evidence of indebtedness or in any material contract, indenture, mortgage, loan agreement, lease, joint venture or other agreement or instrument to which the Company is a party or by which it or any of its properties may be bound or any material order, rule, regulation, writ, injunction, or decree of any government, governmental instrumentality or court, domestic or foreign.

REPRESENTATIONS BY THE COMPANY. The Company represents and warrants to the Subscriber that as of the date of the closing of this Offering (the "Closing DateCLOSING DATE"): (a) The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and has the corporate power to conduct the business which it conducts and proposes to conduct. (b) The execution, delivery and performance of this Subscription Agreement by the Company have been duly authorized by the Company and all other corporate action required to authorize and consummate the offer and sale of the Units have has been duly taken and approved. (c) The Units have been duly and validly authorized and issued. (d) The Company has obtained, or is in the process of obtaining, all licenses, permits and other governmental authorizations necessary to for the conduct of its business, except where the failure to so obtain such licenses, permits and authorizations would not have a material adverse effect on the Company. Such licenses, permits and other governmental authorizations which have been obtained are in full force and effect, except where the failure to be so would not have a material adverse effect on the Company, and the Company is in all material respects complying therewith. (e) The Company knows of no pending or threatened legal or governmental proceedings to which the Company is a party which would materially adversely affect the business, financial condition or operations of the Company. (f) The Company is not in violation of or default under, nor will the execution and delivery of this Subscription Agreement or the issuance of the Units, or the consummation of the transactions herein contemplated, result in a violation of, or constitute a default under, the Company's certificate Certificate of incorporation Incorporation or byBy-laws, any material obligations, agreements, covenants or conditions contained in any bond, debenture, note or other evidence of indebtedness or in any material contract, indenture, mortgage, loan agreement, lease, joint venture or other agreement or instrument to which the Company is a party or by which it or any of its properties may be bound or any material order, rule, regulation, writ, injunction, or decree of any government, governmental instrumentality or court, domestic or foreign.

REPRESENTATIONS BY THE COMPANY. 2.1 The Company represents and warrants to the Subscriber Holder that as upon consummation of the date of the closing of this Offering (the "Closing Date"):Offering: (a) 2.1.1 The Company is a corporation duly incorporatedorganized, validly existing and in good standing under the laws of the State of Delaware Florida and has the corporate power to conduct the business which it conducts and proposes to conduct. (b) 2.1.2 The execution, delivery and performance of this Subscription Agreement and the Amendment Agreement by the Company will have been duly authorized approved by the Board of Directors of the Company and all other corporate action actions required to authorize and consummate effect the offer and sale of the Units Offering will have been duly taken and approved. (c) 2.1.3 The Units Shares have been duly and validly authorized and issuedwhen issued and paid for in accordance with the terms hereof, will be duly and validly issued and fully paid and non-assessable. (d) 2.1.4 The Company has has, to the best of its knowledge, obtained, or is in the process of obtaining, all licenses, permits and other governmental authorizations necessary to the conduct of its business, except where the failure to so obtain ; such licenses, permits and authorizations would not have a material adverse effect on the Company. Such licenses, permits and other governmental authorizations obtained are in full force and effect, ; and the Company is in all material respects complying therewith; except where the such failure to be so obtain such licenses, permits and other governmental authorizations necessary to the conduct of its business would not have a material adverse effect on the Company, and the Company is in all material respects complying therewith's business or financial condition. (e) 2.1.5 The Company knows of no pending or threatened legal or governmental proceedings to which the Company is a party which would could materially adversely affect the business, property, financial condition or operations of the CompanyCompany not otherwise disclosed in the SEC Filings. (f) The 2.1.6 Other than as set forth in the Term Sheet, the Company is not in violation of or default under, nor will the execution and delivery of this Subscription Agreement or the Amendment Agreement, the issuance of the UnitsShares, or and the incurrence of the obligations herein and therein set forth and the consummation of the transactions herein or therein contemplated, result in a violation of, or constitute a default under, the Company's certificate articles of incorporation (as such will be amended in accordance with the Term Sheet) or by-laws, any material obligations, agreementsagreement, covenants covenant or conditions condition contained in any bond, debenture, note or other evidence of indebtedness or in any material contract, indenture, mortgage, loan agreement, lease, joint venture or other agreement or instrument to which the Company is a party or by which it or any of its properties may be bound or any material order, rule, regulation, writ, injunction, or decree of any government, governmental instrumentality or court, domestic or foreign; except where such violation or default would not have a material adverse effect on the Company's business or financial condition. 2.1.7 The financial information contained in the SEC Filings presents fairly in all material respects the financial condition of the Company as of the dates and for the periods indicated.

REPRESENTATIONS BY THE COMPANY. 3.1 The Company represents and warrants to the Subscriber Purchasers that as of the date of hereof and at the closing of this Offering (the "Closing Date"):Closing: (a) The Company is a corporation duly incorporatedorganized, validly existing and in good standing under the laws of the State of Delaware and has the corporate power to conduct the business which it conducts and proposes to conduct. The Company is duly qualified to do business as a foreign corporation in each jurisdiction in which the conduct of its business requires such qualification, except where the failure to so qualify would not have a material adverse effect on the Company's business. The Company has furnished the Purchasers with true, correct and complete copies of the Company's Certificate of Incorporation and the Company's Bylaws, as then in effect. (b) All corporate action on the part of the Company necessary for the authorization, execution, delivery and performance by the Company of this Purchase Agreement and the consummation of the transactions contemplated herein, and for the authorization, issuance and delivery of the Series E Preferred Stock has been taken or will be taken prior to the Closing except as set forth below. (c) This Purchase Agreement is a valid and binding obligation of the Company, enforceable in accordance with its terms, subject to laws of general application relating to bankruptcy, insolvency, and the relief of debtors and other laws of general application affecting enforcement of creditors' rights generally, rules of law governing specific performance, injunctive relief or other equitable remedies, and limitations of public policy. (d) The execution, delivery and performance of this Subscription Agreement by the Company have been duly authorized by of this Purchase Agreement and compliance herewith and the sale and issuance of the Series E Preferred Stock will not result in any violation of and will not conflict with, or result in a breach of any of the terms of, or constitute a default under the Company's Certificate of Incorporation or Bylaws, or any material provision of any material mortgage, indenture, agreement, instrument, judgment, decree, order, law, rule or regulation or other restriction to which the Company and all other corporate action required to authorize and consummate is a party or by which it is bound, or result in the offer and sale creation of any mortgage, pledge, lien, encumbrance or charge upon any of the Units have been duly taken and approvedproperties or assets of the Company. (ce) The Units Series E Preferred Stock Shares have been duly and validly authorized and issuedwhen issued and paid for in accordance with the terms hereof, will be duly and validly issued and fully paid and non-assessable; provided, however, that the Series E Preferred Stock may be subject to restrictions on transfer under state and/or federal securities laws. Upon proper conversion of the Series E Preferred Stock, the Conversion Shares will be duly and validly issued and fully paid and non-assessable; provided, however, that the Conversion Shares may be subject to restrictions on transfer under state and/or federal securities laws. (df) The Company has shall amend its Certificate of Incorporation to increase the number of authorized Common Stock and shall reserve a sufficient number of Conversion Shares (the "Reserved Shares") to provide for conversion of the Series E Preferred Stock. (g) The Company has, to the best of its knowledge, obtained, or is in the process of obtaining, all licenses, permits and other governmental authorizations necessary to the conduct of its business, except where the failure to so obtain ; such licenses, permits and authorizations would not have a material adverse effect on the Company. Such licenses, permits and other governmental authorizations obtained are in full force and effect, ; and the Company is in all material respects complying therewith; except where the such failure to be so obtain such licenses, permits and other governmental authorizations necessary to the conduct of its business would not have a material adverse effect on the Company, and the Company is in all material respects complying therewith's business or financial condition. (eh) The Company knows of no pending or threatened legal or governmental proceedings to which the Company is a party which would could materially adversely affect the business, property, financial condition or operations of the Company. There is no action, suit, proceeding or investigation pending or currently threatened against the Company that questions the validity of this Agreement, or the right of the Company to enter into this agreement, or to consummate the transactions contemplated hereby, or that might result, either individually or in the aggregate, in any material adverse changes in the assets, condition, affairs or prospects of the Company. (fi) Except as set forth in the Company's public documents, there has not been: (i) any change in the assets, liabilities, financial condition or operating results of the Company from that reflected in the public documents, except changes in the ordinary course of business that have not been, in the aggregate, materially adverse; (ii) any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the assets, properties, financial condition, operating results, prospects or business of the Company (as such business is presently conducted and as it is presently proposed to be conducted); (iii) any waiver by the Company of a valuable right or of a material debt owed to it; (iv) any satisfaction or discharge of any lien, claim or encumbrance or payment of any obligation by the Company, except in the ordinary course of business and that is not material to the assets, properties, financial condition, operating results or business of the Company (as such business is presently conducted and as it is presently proposed to be conducted); (v) any material change or amendment to a material contract or arrangement by which the Company or any of its assets or properties is bound or subject; (vi) receipt of notice that there has been a loss of, or material order cancellation by, any major customer of the Company; (vii) any mortgage, pledge, transfer of a security interest in, or lien, created by the Company, with respect to any of its material properties or assets, except liens for taxes not yet due or payable; (viii) any declaration, setting aside or payment or other distribution in respect of any of the Company's capital stock, or any direct or indirect redemption, purchase or other acquisition of any of such stock by the Company; or (ix) to the Company's knowledge, any other event or condition of any character that might materially and adversely affect the assets, properties, financial condition, operating results or business of the Company (as such business is presently conducted and as it is presently proposed to be conducted). (j) The Company is not Company, to its knowledge, has sufficient title and ownership of all trademarks, service marks, trade names, copyrights, trade secrets, information, proprietary rights and processes necessary for its business as now conducted and as presently proposed to be conducted without any conflict with or infringement of the rights of others. Other than an agreement with the Company's fulfillment agent, Taymark, a division of Xxxxxx corporation, which has a license to use the Company's trademark in violation connection with the fulfillment of orders placed on the Company's web site, there are no outstanding options, licenses, or default underagreements of any kind relating to the foregoing, nor will is the Company bound by or a party to any options, licenses or agreements of any kind with respect to these, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information, proprietary rights and processes of any other person or entity. The Company has not received any communications alleging that the Company has violated or, by conducting its business as now conducted and as presently proposed to be conducted, would violate any of the, trademarks, service marks, trade names, copyrights or trade secrets or other proprietary rights of any other person or entity. To the Company's knowledge, none of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with the use of his or her best efforts to promote the interests of the Company or that would conflict with the Company's business as presently proposed to be conducted. Neither the execution and nor delivery of this Subscription Agreement or Agreement, nor the issuance carrying on of the Units, or Company's business by the consummation employees of the transactions herein contemplatedCompany, nor the conduct of the Company's business as now conducted and as presently proposed to be conducted, will, to the Company's knowledge, conflict with or result in a violation breach of the terms, conditions or provisions of, or constitute a default under, any contract, covenant or instrument under which any of such employees is now obligated. (k) The Company has filed all tax returns and reports (including information returns and reports) as required by law. These returns and reports are true and correct in all material respects. The Company has paid all taxes and other assessments due. The Company has never had any tax deficiency proposed or assessed against it and has not executed any waiver of any statute of limitations on the assessment or collection of any tax or governmental charge. None of the Company's certificate federal income tax returns and none of incorporation its state income or by-lawssales or use tax returns has ever been audited by governmental authorities. Since the date of the public documents, the Company has not incurred any taxes, assessments or governmental charges other than in the ordinary course of business. The Company has withheld or collected from each payment made to each of its employees, the amount of all taxes (including, but not limited to, federal income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes) required to be withheld or collected therefrom, and has paid the same to the proper tax receiving officers or authorized depositories. (l) The Company is not bound by or subject to (and none of its assets or properties is bound by or subject to) any written or oral, express or implied, contract, commitment or arrangement with any labor union, and no labor union has requested or, to the Company's knowledge, has sought to represent any of the employees, representatives or agents of the Company. There is no strike or other labor dispute involving the Company pending, or to the Company's knowledge, threatened, that could have a material adverse effect on the assets, properties, financial condition, operating results, or business of the Company (as such business is presently conducted and as it is presently proposed to be conducted), nor is the Company aware of any labor organization activity involving its employees. The Company is not aware that any officer or key employee, or that any group of key employees, intends to terminate their employment with the Company, nor does the Company have a present intention to terminate the employment of any of the foregoing. To its knowledge, the Company has complied in all material respects with all applicable state and federal equal employment opportunity and other laws related to employment. (m) The Company has no contract, arrangement or understanding with any broker, finder or similar agent with respect to the transactions contemplated by this Agreement. (n) The Company has all, permits, licenses, and any similar authority necessary for the conduct of its business as now being conducted by it, the lack of which could materially and adversely affect the business, properties, prospects, or financial condition of the Company, and the Company believes it can obtain, without undue burden or expense, any material obligations, agreements, covenants or conditions contained similar authority for the conduct of its business as planned to be conducted. The Company is not in any bond, debenture, note or other evidence of indebtedness or default in any material contractrespect under any of such permits, indenture, mortgage, loan agreement, lease, joint venture licenses or other agreement similar authority. (o) Assuming the correctness of the representations and warranties set forth in Sections 3.1(d) and 3.1(e) hereof, the offer and sale of the Series E Preferred Stock and the issuance of the Common Stock, if any, to the Purchasers hereunder is exempt from the registration and prospectus delivery requirements of the Securities Act. In the case of each offer or instrument to which sale of the Series E Preferred Stock, no form of general solicitation or general advertising was used by the Company is a party and its representatives, including, but not limited to, advertisements, articles, notices or by which it other communications published in any newspaper, magazine or similar medium or broadcast over television, radio or any of its properties may be bound seminar or meeting whose attendees have been invited by any material order, rule, regulation, writ, injunction, general solicitation or decree of any government, governmental instrumentality or court, domestic or foreigngeneral advertising.

REPRESENTATIONS BY THE COMPANY. The Company represents and warrants to the Subscriber that as of the date of the closing of this Offering (the "Closing Date"):follows: (a) The Company is a for-profit corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware Delaware, is in good standing under the laws of the State, and has corporate and other legal power and authority to enter into and to perform the corporate power agreements and covenants on its part contained in the Bond Documents to conduct the business which it conducts is a party, and proposes has duly authorized the execution, delivery and performance of the Bond Documents to conductwhich it is a party and has duly approved the Bond Documents. (b) The execution, execution and delivery and performance of this Subscription Agreement by the Company have been duly authorized of the Bond Documents to which it is a party and the performance by the Company of its obligations thereunder (i) do not violate provisions of statutory laws or regulations applicable to the Company, (ii) do not violate its articles of organization or operating agreement, (iii) do not breach or result in a default under any other agreement to which it is a party, and all other corporate action required (iv) do not violate the terms of any judicial or administrative judgment, order, decree or arbitral decision that names the Company and is specifically directed to authorize and consummate the offer and sale of the Units have been duly taken and approvedit or its properties. (c) The Units have been duly and validly authorized and issuedThere is no action, suit, proceeding, inquiry or investigation at law or in equity or before or by any court, public board or body pending, or, to the best knowledge of the Company, threatened against or affecting the Company wherein an unfavorable decision, ruling or finding would adversely affect (i) the transactions contemplated by, or the validity or enforceability of, the Bond Documents or (ii) the tax-exempt status of interest on the Bonds. (d) The Company has obtainedNo further authorizations, consents or is approvals of governmental bodies or agencies are required in the process of obtaining, all licenses, permits and other governmental authorizations necessary to the conduct of its business, except where the failure to so obtain such licenses, permits and authorizations would not have a material adverse effect on the Company. Such licenses, permits and other governmental authorizations obtained are in full force and effect, except where the failure to be so would not have a material adverse effect on the Company, and the Company is in all material respects complying therewith. (e) The Company knows of no pending or threatened legal or governmental proceedings to which the Company is a party which would materially adversely affect the business, financial condition or operations of the Company. (f) The Company is not in violation of or default under, nor will connection with the execution and delivery by the Company of this Subscription Agreement or the issuance of the Units, or the consummation of the transactions herein contemplated, result in a violation of, or constitute a default under, the Company's certificate of incorporation or by-laws, any material obligations, agreements, covenants or conditions contained in any bond, debenture, note or other evidence of indebtedness or in any material contract, indenture, mortgage, loan agreement, lease, joint venture or other agreement or instrument Bond Documents to which the Company is a party or in connection with the carrying out by which it or any the Company of its properties may obligations under this Agreement or the other Bond Documents to which the Company is a party. (e) The financing of the Project as provided under this Agreement, and commitments therefor made by the Issuer have induced the Company to expand or locate its operations in the jurisdiction of the Issuer. (f) The Company anticipates that upon completion of the Acquisition of the Project, the Company will operate the Project as a "project" within the meaning of the Act until the Bonds have been paid in full. (g) The Project is of the type authorized and permitted by the Act, and the Project is substantially the same in all material respects to that described in the notice of public hearing published on September 23, 2008. (h) The Project will be bound acquired, constructed and installed and will be operated by the Company in such manner as to conform with all applicable zoning, planning, building, environmental and other regulations of the governmental authorities having jurisdiction over the Project. (i) The Company will cause all of the proceeds of the Bonds to be applied solely to the payment of Costs of the Project. (j) The Company has taken no action, and has not omitted to take any action, which action or omission to take action would in any material orderway affect or impair the excludability of interest on the Bonds from gross income of the Holders thereof for federal income tax purposes. (k) All of the representations and warranties of the Company contained in the Tax Certificate are hereby reaffirmed and incorporated herein by reference. (l) The Company presently in good faith estimates the Cost of the Project to equal or exceed the original principal amount of the Bonds. (m) The Project will be located wholly within Pinellas County, rule, regulation, writ, injunction, or decree Florida. All of any government, governmental instrumentality or court, domestic or foreignthe above representations and warranties shall survive the execution of the Loan Agreement and the issuance of the Note.

REPRESENTATIONS BY THE COMPANY. The Company represents and warrants to the Subscriber that as of the date of the closing of this Offering (the "Closing DateCLOSING DATE"): (a) The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and has the corporate power to conduct the business which it conducts and proposes to conduct. (b) The execution, delivery and performance of this Subscription Agreement by the Company have been duly authorized by the Company and all other corporate action required to authorize and consummate the offer and sale of the Units have has been duly taken and approved. (c) The Units and the underlying Common Stock have been duly and validly authorized and issued. (d) The Company has obtained, or is in the process of obtaining, all licenses, permits and other governmental authorizations necessary to for the conduct of its business, except where the failure to so obtain such licenses, permits and authorizations would not have a material adverse effect on the Company. Such licenses, permits and other governmental authorizations which have been obtained are in full force and effect, except where the failure to be so would not have a material adverse effect on the Company, and the Company is in all material respects complying therewith. (e) The Company knows of no pending or threatened legal or governmental proceedings to which the Company is a party which would materially adversely affect the business, financial condition or operations of the Company. (f) The Company is not in violation of or default under, nor will the execution and delivery of this Subscription Agreement or the issuance of the UnitsCommon Stock, or the consummation of the transactions herein contemplated, result in a violation of, or constitute a default under, the Company's certificate Certificate of incorporation Incorporation or byBy-laws, any material obligations, agreements, covenants or conditions contained in any bond, debenture, note or other evidence of indebtedness or in any material contract, indenture, mortgage, loan agreement, lease, joint venture or other agreement or instrument to which the Company is a party or by which it or any of its properties may be bound or any material order, rule, regulation, writ, injunction, or decree of any government, governmental instrumentality or court, domestic or foreign.

REPRESENTATIONS BY THE COMPANY. 3.1 The Company represents and warrants to the Subscriber Purchaser that as of the date of hereof and at the closing of this Offering (the "Closing Date"):Closing: (a) The Company is a corporation duly incorporatedorganized, validly existing and in good standing under the laws of the State of Delaware and has the corporate power to conduct the business which it conducts and proposes to conduct. The Company is duly qualified to do business as a foreign corporation in each jurisdiction in which the conduct of its business requires such qualification, except where the failure to so qualify would not have a material adverse effect on the Company's business. The Company has furnished the Purchaser with true, correct and complete copies of the Company's Certificate of Incorporation and the Company's Bylaws, as then in effect. (b) All corporate action on the part of the Company necessary for the authorization, execution, delivery and performance by the Company of this Purchase Agreement and the consummation of the transactions contemplated herein, and for the authorization, issuance and delivery of the Series F Preferred Stock has been taken or will be taken prior to the Closing except as set forth below. (c) This Purchase Agreement is a valid and binding obligation of the Company, enforceable in accordance with its terms, subject to laws of general application relating to bankruptcy, insolvency, and the relief of debtors and other laws of general application affecting enforcement of creditors' rights generally, rules of law governing specific performance, injunctive relief or other equitable remedies, and limitations of public policy. (d) The execution, delivery and performance of this Subscription Agreement by the Company have been duly authorized by of this Purchase Agreement and compliance herewith and the sale and issuance of the Series F Preferred Stock will not result in any violation of and will not conflict with, or result in a breach of any of the terms of, or constitute a default under the Company's Certificate of Incorporation or Bylaws, or any material provision of any material mortgage, indenture, agreement, instrument, judgment, decree, order, law, rule or regulation or other restriction to which the Company and all other corporate action required to authorize and consummate is a party or by which it is bound, or result in the offer and sale creation of any mortgage, pledge, lien, encumbrance or charge upon any of the Units have been duly taken and approvedproperties or assets of the Company. (ce) The Units Series F Preferred Stock Shares have been duly and validly authorized and issuedwhen issued and paid for in accordance with the terms hereof, will be duly and validly issued and fully paid and non-assessable; provided, however, that the Series F Preferred Stock may be subject to restrictions on transfer under state and/or federal securities laws. Upon proper conversion of the Series F Preferred Stock, the Conversion Shares will be duly and validly issued and fully paid and non-assessable; provided, however, that the Conversion Shares may be subject to restrictions on transfer under state and/or federal securities laws. (df) The Company has shall amend its Certificate of Incorporation to increase the number of authorized Common Stock and shall reserve a sufficient number of Conversion Shares (the "Reserved Shares") to provide for conversion of the Series F Preferred Stock. (g) The Company has, to the best of its knowledge, obtained, or is in the process of obtaining, all licenses, permits and other governmental authorizations necessary to the conduct of its business, except where the failure to so obtain ; such licenses, permits and authorizations would not have a material adverse effect on the Company. Such licenses, permits and other governmental authorizations obtained are in full force and effect, ; and the Company is in all material respects complying therewith; except where the such failure to be so obtain such licenses, permits and other governmental authorizations necessary to the conduct of its business would not have a material adverse effect on the Company, and the Company is in all material respects complying therewith's business or financial condition. (eh) The Company knows of no pending or threatened legal or governmental proceedings to which the Company is a party which would could materially adversely affect the business, property, financial condition or operations of the Company. There is no action, suit, proceeding or investigation pending or currently threatened against the Company that questions the validity of this Agreement, or the right of the Company to enter into this agreement, or to consummate the transactions contemplated hereby, or that might result, either individually or in the aggregate, in any material adverse changes in the assets, condition, affairs or prospects of the Company. (fi) Except as set forth in the Company's public documents, there has not been: (i) any change in the assets, liabilities, financial condition or operating results of the Company from that reflected in the public documents, except changes in the ordinary course of business that have not been, in the aggregate, materially adverse; (ii) any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the assets, properties, financial condition, operating results, prospects or business of the Company (as such business is presently conducted and as it is presently proposed to be conducted); (iii) any waiver by the Company of a valuable right or of a material debt owed to it; (iv) any satisfaction or discharge of any lien, claim or encumbrance or payment of any obligation by the Company, except in the ordinary course of business and that is not material to the assets, properties, financial condition, operating results or business of the Company (as such business is presently conducted and as it is presently proposed to be conducted); (v) any material change or amendment to a material contract or arrangement by which the Company or any of its assets or properties is bound or subject; (vi) receipt of notice that there has been a loss of, or material order cancellation by, any major customer of the Company; (vii) any mortgage, pledge, transfer of a security interest in, or lien, created by the Company, with respect to any of its material properties or assets, except liens for taxes not yet due or payable; (viii) any declaration, setting aside or payment or other distribution in respect of any of the Company's capital stock, or any direct or indirect redemption, purchase or other acquisition of any of such stock by the Company; or (ix) to the Company's knowledge, any other event or condition of any character that might materially and adversely affect the assets, properties, financial condition, operating results or business of the Company (as such business is presently conducted and as it is presently proposed to be conducted). (j) The Company is not Company, to its knowledge, has sufficient title and ownership of all trademarks, service marks, trade names, copyrights, trade secrets, information, proprietary rights and processes necessary for its business as now conducted and as presently proposed to be conducted without any conflict with or infringement of the rights of others. Other than an agreement with the Company's fulfillment agent, Taymark, a division of Xxxxxx corporation, which has a license to use the Company's trademark in violation connection with the fulfillment of orders placed on the Company's web site, there are no outstanding options, licenses, or default underagreements of any kind relating to the foregoing, nor will is the Company bound by or a party to any options, licenses or agreements of any kind with respect to these trademarks, service marks, trade names, copyrights, trade secrets, licenses, information, proprietary rights and processes of any other person or entity. The Company has not received any communications alleging that the Company has violated or, by conducting its business as now conducted and as presently proposed to be conducted, would violate any of the trademarks, service marks, trade names, copyrights or trade secrets or other proprietary rights of any other person or entity. To the Company's knowledge, none of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with the use of his or her best efforts to promote the interests of the Company or that would conflict with the Company's business as presently proposed to be conducted. Neither the execution and nor delivery of this Subscription Agreement or Agreement, nor the issuance carrying on of the Units, or Company's business by the consummation employees of the transactions herein contemplatedCompany, nor the conduct of the Company's business as now conducted and as presently proposed to be conducted, will, to the Company's knowledge, conflict with or result in a violation breach of the terms, conditions or provisions of, or constitute a default under, any contract, covenant or instrument under which any of such employees is now obligated. (k) The Company has filed all tax returns and reports (including information returns and reports) as required by law. These returns and reports are true and correct in all material respects. The Company has paid all taxes and other assessments due. The Company has never had any tax deficiency proposed or assessed against it and has not executed any waiver of any statute of limitations on the assessment or collection of any tax or governmental charge. None of the Company's certificate federal income tax returns and none of incorporation its state income or by-lawssales or use tax returns has ever been audited by governmental authorities. Since the date of the public documents, the Company has not incurred any taxes, assessments or governmental charges other than in the ordinary course of business. The Company has withheld or collected from each payment made to each of its employees, the amount of all taxes (including, but not limited to, federal income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes) required to be withheld or collected therefrom, and has paid the same to the proper tax receiving officers or authorized depositories. (l) The Company is not bound by or subject to (and none of its assets or properties is bound by or subject to) any written or oral, express or implied, contract, commitment or arrangement with any labor union, and no labor union has requested or, to the Company's knowledge, has sought to represent any of the employees, representatives or agents of the Company. There is no strike or other labor dispute involving the Company pending, or to the Company's knowledge, threatened, that could have a material adverse effect on the assets, properties, financial condition, operating results, or business of the Company (as such business is presently conducted and as it is presently proposed to be conducted), nor is the Company aware of any labor organization activity involving its employees. The Company is not aware that any officer or key employee, or that any group of key employees, intends to terminate their employment with the Company, nor does the Company have a present intention to terminate the employment of any of the foregoing. To its knowledge, the Company has complied in all material respects with all applicable state and federal equal employment opportunity and other laws related to employment. (m) The Company has no contract, arrangement or understanding with any broker, finder or similar agent with respect to the transactions contemplated by this Agreement. (n) The Company has all permits, licenses, and any similar authority necessary for the conduct of its business as now being conducted by it, the lack of which could materially and adversely affect the business, properties, prospects, or financial condition of the Company, and the Company believes it can obtain, without undue burden or expense, any material obligations, agreements, covenants or conditions contained similar authority for the conduct of its business as planned to be conducted. The Company is not in any bond, debenture, note or other evidence of indebtedness or default in any material contractrespect under any of such permits, indenture, mortgage, loan agreement, lease, joint venture licenses or other agreement similar authority. (o) Assuming the correctness of the representations and warranties set forth in Sections 3.1(d) and 3.1(e) hereof, the offer and sale of the Series F Preferred Stock and the issuance of the Common Stock, if any, to the Purchaser hereunder is exempt from the registration and prospectus delivery requirements of the Securities Act. In the case of each offer or instrument to which sale of the Series F Preferred Stock, no form of general solicitation or general advertising was used by the Company is a party and its representatives, including, but not limited to, advertisements, articles, notices or by which it other communications published in any newspaper, magazine or similar medium or broadcast over television, radio or any of its properties may be bound seminar or meeting whose attendees have been invited by any material order, rule, regulation, writ, injunction, general solicitation or decree of any government, governmental instrumentality or court, domestic or foreigngeneral advertising.

REPRESENTATIONS BY THE COMPANY. The Company represents and warrants to the Subscriber that as of prior to the date of the closing consummation of this Offering (offering and at the "Closing Date"):: (a) The Company is a corporation duly incorporatedorganized, validly existing and in good standing under the laws of the State of Delaware and has the corporate power to conduct the business which it conducts and proposes to conduct. (b) The execution, delivery and performance of this Subscription Agreement by the Company will have been duly authorized approved by the Board of Directors of the Company and all other corporate action actions required to authorize and consummate effect the offer and sale of the Units and the securities contained therein will have been duly taken and approved. (c) The Shares comprising the Units have been duly and validly authorized and issuedwhen issued and paid for in accordance with the terms hereof, will be valid and binding obligations of the Company enforceable in accordance with their respective terms. (d) The Company has obtained, or is in the process of obtaining, all licenses, permits and other governmental authorizations necessary to the conduct of its business, except where the failure to so obtain ; such licenses, permits and authorizations would not have a material adverse effect on the Company. Such licenses, permits and other governmental authorizations obtained are in full force and effect, except where the failure to be so would not have a material adverse effect on the Company, ; and the Company is in all material respects complying therewith. (e) The Company knows of no pending or threatened legal or governmental proceedings to which the Company is a party which would could materially adversely affect the business, property, financial condition or operations of the Company. (f) The Company is not in violation of or default under, nor will the execution and delivery of this Subscription Agreement or Agreement, the issuance of the UnitsShares, or and the incurrence of the obligations herein and therein set forth and the consummation of the transactions herein contemplatedor therein described, result in a violation of, or constitute a default under, the Company's certificate of incorporation or by-laws, in the performance or observance of any material obligations, agreementsagreement, covenants covenant or conditions condition contained in any bond, debenture, note or other evidence of indebtedness or in any material contract, indenture, mortgage, loan agreement, lease, joint venture or other agreement or instrument to which the Company is a party or by which it or any of its properties may be bound or in violation of any material order, rule, regulation, writ, injunction, or decree of any government, governmental instrumentality or court, domestic or foreign. (g) The financial information contained in the Memorandum presents fairly the financial condition of the Company as of the date and for the periods indicated.

REPRESENTATIONS BY THE COMPANY. The Company represents and warrants to the Subscriber that as of the date of the closing of this Offering (the "Closing Date"): (a) The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and has the corporate power to conduct the business which it conducts and proposes to conduct. (b) The execution, delivery and performance of this Subscription Agreement by the Company have been duly authorized by the Company and all other corporate action required to authorize and consummate the offer and sale of the Units have has been duly taken and approved. (c) The Units and the underlying Common Stock have been duly and validly authorized and issued. (d) The Company has obtained, or is in the process of obtaining, all licenses, permits and other governmental authorizations necessary to the conduct of its business, except where the failure to so obtain such licenses, permits and authorizations would not have a material adverse effect on the Company. Such licenses, permits and other governmental authorizations obtained are in full force and effect, except where the failure to be so would not have a material adverse effect on the Company, and the Company is in all material respects complying therewith. (e) The Company knows of no pending or threatened legal or governmental proceedings to which the Company is a party which would materially adversely affect the business, financial condition or operations of the Company. (f) The Company is not in violation of or default under, nor will the execution and delivery of this Subscription Agreement or the issuance of the Units, or the consummation of the transactions herein contemplated, result in a violation of, or constitute a default under, the Company's certificate of incorporation or by-laws, any material obligations, agreements, covenants or conditions contained in any bond, debenture, note or other evidence of indebtedness or in any material contract, indenture, mortgage, loan agreement, lease, joint venture or other agreement or instrument to which the Company is a party or by which it or any of its properties may be bound or any material order, rule, regulation, writ, injunction, or decree of any government, governmental instrumentality or court, domestic or foreign.

REPRESENTATIONS BY THE COMPANY. The Company represents and warrants to the Subscriber that as As of the date of hereof, the closing of this Offering (Company makes the "Closing Date"):following representations and warranties as the basis for its covenants herein: (a1) The Company is a corporation duly incorporated, limited liability company validly existing and in good standing formed under the laws of the State of Delaware and Minnesota, is duly authorized to conduct its business in the State of Minnesota, has the corporate power to conduct enter into this Lease and to use the business which it conducts Equipment for the purpose set forth in this Lease and proposes to conduct. (b) The execution, delivery and performance of this Subscription Agreement by the Company have been duly proper action has authorized by the Company and all other corporate action required to authorize and consummate the offer and sale of the Units have been duly taken and approved. (c) The Units have been duly and validly authorized and issued. (d) The Company has obtained, or is in the process of obtaining, all licenses, permits and other governmental authorizations necessary to the conduct of its business, except where the failure to so obtain such licenses, permits and authorizations would not have a material adverse effect on the Company. Such licenses, permits and other governmental authorizations obtained are in full force and effect, except where the failure to be so would not have a material adverse effect on the Company, and the Company is in all material respects complying therewith. (e) The Company knows of no pending or threatened legal or governmental proceedings to which the Company is a party which would materially adversely affect the business, financial condition or operations of the Company. (f) The Company is not in violation of or default under, nor will the execution and delivery of this Subscription Agreement or Lease and has approved the issuance Indenture; (2) The execution and delivery of the Unitsthis Lease, or the consummation of the transactions herein contemplatedcontemplated thereby, and the fulfillment of the terms and conditions thereof do not and will not conflict with or result in a violation ofbreach of any of the terms or conditions of the Company’s Articles of Organization or Operating and Member Control Agreement, any restriction or any agreement or instrument to which the Company is now a party or by which it is bound or to which any property of the Company is subject, and do not and will not constitute a default underunder any of the foregoing, or be in violation of any order, decree, statute, rule or regulation of any court or any state or federal regulatory body having jurisdiction over the Company's certificate Company or its properties, including the Project, and do not and will not result in the creation or imposition of incorporation any lien, charge or by-laws, encumbrance of any material obligations, agreements, covenants nature upon any of the property or conditions contained in assets of the Company contrary to the terms of any bond, debenture, note instrument or other evidence of indebtedness or in any material contract, indenture, mortgage, loan agreement, lease, joint venture or other agreement or instrument to which the Company is a party or by which it is bound; (3) This Lease has been duly and validly authorized, executed and delivered by the Company and is legal, valid and binding obligation of the Company, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, usury or other similar laws affecting the rights of creditors generally, equitable principles relating to the availability of remedies and principles of public or governmental policy limiting the enforceability of the indemnification and contribution provisions; (4) All orders and approvals of any court or governmental or regulatory agency or body required with respect to the Company for the execution, delivery and performance by the Company of this Lease as of the date hereof have been received and will be in effect prior to the Closing Date, and, no further consent, approval, authorization or order of, or registration with, any court or governmental or regulatory agency or body is required with respect to the Company; (5) The Company has received an executed counterpart of the Indenture and hereby consents to and approves of the provisions thereof; (6) The information relating to the Project and use of the proceeds of the Bonds furnished by the Company in writing to Faegre & Xxxxxx LLP, as Bond Counsel, in connection with the issuance of the Bonds, is true and correct in all material respects; (7) The Company does not, as of the dates of issuance of the Series 2007 Bonds and General Obligation Bonds, reasonably expect any use of moneys derived from the proceeds of the Series 2007 Bonds and the General Obligation Bonds or any investment or reinvestment thereof or from the sale of its properties may the Project which would cause the Series 2007 Bonds and the General Obligation Bonds to be bound classified as “arbitrage bonds” within the meaning of Section 148 of the Code; (8) The information provided by and on behalf of the Company to Faegre & Xxxxxx LLP for the purpose of establishing that Equipment constitutes and will constitute solid waste disposal facilities within the meaning of Section 142 (a) (6) of the Code is true and correct (which Equipment consists of those Items described in Exhibit A hereto as such Exhibit A is from time to time amended or supplemented in accordance with Section 3.2), and the Company shall not consent to any material order, rule, regulation, writ, injunctionchanges in the use of the Equipment in the Project which would adversely affect the qualification of the Equipment as a “project” under the Act or adversely affect the tax-exempt status of the Series 2007 Bonds or the General Obligation Bonds; (9) The Company will cooperate with the County in filing or causing to be filed with the United States Department of Treasury the information required by Section 149(e) of the Code; (10) There is no litigation or proceeding pending, or decree to the knowledge of the Company threatened, against the Company which could adversely affect the validity of this Lease or the ability of the Company to comply with its obligations under this Lease or the Indenture; and (11) To the best of Company’s knowledge, no public official of the County has either a direct or indirect financial interest in this Lease nor will any governmentpublic official either directly or indirectly benefit financially from this Lease. Concurrently with the Closing Date, governmental instrumentality or courtthe Company shall execute and deliver a certificate reaffirming the foregoing representations, domestic or foreignwarranties and agreements as of the Closing Date.

REPRESENTATIONS BY THE COMPANY. The Company represents and warrants to the Subscriber that as of the date of the closing of this Offering (the "Closing Date"): (a) The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and has the corporate power to conduct the business which it conducts and proposes to conduct. (b) The execution, delivery and performance of this Subscription Agreement by the Company have been duly authorized by the Company and all other corporate action required to authorize and consummate the offer and sale of the Units have has been duly taken and approved. (c) The Units and the underlying Common Stock and the Warrants have been duly and validly authorized and will be duly and validly issued at closing of the Offering. The shares of Common Stock included in the Units and the shares of Common Stock issuable upon the exercise of the Warrants included in the Units, when issued, will be validly authorized and issued, non-assessable and fully paid shares of Common Stock of the Company. (d) The Company has obtained, or is in the process of obtaining, all licenses, permits and other governmental authorizations necessary to for the conduct of its business, except where the failure to so obtain such licenses, permits and authorizations would not have a material adverse effect on the Company. Such licenses, permits and other governmental authorizations which have been obtained are in full force and effect, except where the failure to be so would not have a material adverse effect on the Company, and the Company is in all material respects complying therewith. (e) The Company knows of no pending or threatened legal or governmental proceedings to which the Company is a party which would materially adversely affect the business, financial condition or operations of the Company. (f) The Company is not in violation of or default under, nor will the execution and delivery of this Subscription Agreement or the issuance of the UnitsCommon Stock and the Warrants, or the consummation of the transactions herein contemplated, result in a violation of, or constitute a default under, the Company's certificate ’s Certificate of incorporation Incorporation or byBy-laws, any material obligations, agreements, covenants or conditions contained in any bond, debenture, note or other evidence of indebtedness or in any material contract, indenture, mortgage, loan agreement, lease, joint venture or other agreement or instrument to which the Company is a party or by which it or any of its properties may be bound or any material order, rule, regulation, writ, injunction, or decree of any government, governmental instrumentality or court, domestic or foreign.

REPRESENTATIONS BY THE COMPANY. The Company represents and warrants to the Subscriber that as of the date of the closing of this Offering (the "Closing Date"): (a) The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware Nevada and has the corporate power to conduct the business which it conducts and proposes to conduct. (b) The execution, delivery and performance of this Subscription Agreement by the Company will have been duly authorized by the Company and all other corporate action required to authorize and consummate the offer and sale of the Units will have been duly taken and approved. (c) The Units have been duly and validly authorized and issued. (d) The Company has obtained, or is in the process of obtaining, all licenses, permits and other governmental authorizations necessary to the conduct of its business, except where the failure to so obtain such licenses, permits and authorizations would not have a material adverse effect on the Company. Such licenses, permits and other governmental authorizations obtained are in full force and effect, except where the failure to be so would not have a material adverse effect on the Company, and the Company is in all material respects complying therewith. (e) The Company knows of no pending or threatened legal or governmental proceedings to which the Company is a party which would materially adversely affect the business, financial condition or operations of the Company, except that the Company has advised the subscribers of certain facts described under Certain Legal Proceedings in the Current Report. (f) The Company is not in violation of or default under, nor will the execution and delivery of this Subscription Agreement or the issuance of the Units, or the consummation of the transactions herein contemplated, result in a violation of, or constitute a default under, the Company's certificate of incorporation or by-laws, any material obligations, agreements, covenants or conditions contained in any bond, debenture, note or other evidence of indebtedness or in any material contract, indenture, mortgage, loan agreement, lease, joint venture or other agreement or instrument to which the Company is a party or by which it or any of its properties may be bound or any material order, rule, regulation, writ, injunction, or decree of any government, governmental instrumentality or court, domestic or foreign.

REPRESENTATIONS BY THE COMPANY. The Company represents and warrants to the Subscriber that as of the date of the closing of this Offering (the "Closing Date"): (a) The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and has the corporate power to conduct the business which it conducts and proposes to conduct. (b) The execution, delivery and performance of this Subscription Agreement by the Company will have been duly authorized by the Company and all other corporate action required to authorize and consummate the offer and sale of the Units Common Stock and the Warrants will have been duly taken and approved. (c) The Units Securities have been duly and validly authorized and issued. (d) The Company has obtained, or is in the process of obtaining, all licenses, permits and other governmental authorizations necessary to the conduct of its business, except where the failure to so obtain such licenses, permits and authorizations would not have a material adverse effect on the Company. Such licenses, permits and other governmental authorizations obtained are in full force and effect, except where the failure to be so would not have a material adverse effect on the Company, and the Company is in all material respects complying therewith. (e) The Company knows of no pending or threatened legal or governmental proceedings to which the Company is a party which would materially adversely affect the business, financial condition or operations of the Company. (f) The Company is not in violation of or default under, nor will the execution and delivery of this Subscription Agreement or the issuance of the UnitsCommon Stock and Warrants, or the consummation of the transactions herein contemplated, result in a violation of, or constitute a default under, the Company's certificate of incorporation or by-laws, any material obligations, agreements, covenants or conditions contained in any bond, debenture, note or other evidence of indebtedness or in any material contract, indenture, mortgage, loan agreement, lease, joint venture or other agreement or instrument to which the Company is a party or by which it or any of its properties may be bound or any material order, rule, regulation, writ, injunction, or decree of any government, governmental instrumentality or court, domestic or foreign.

REPRESENTATIONS BY THE COMPANY. The Company represents and warrants to the Subscriber that City as of the date of the closing of this Offering (the "Closing Date"):follows: (a) The Company is a corporation duly incorporated, validly existing and in good standing authorized to operate the Project under the laws laws, rulings, regulations and ordinances of the State of Delaware and has the corporate power to conduct the business which it conducts departments, agencies and proposes to conductpolitical subdivisions thereof. (b) The execution, delivery Project will be used as a distribution facility and performance of this Subscription Agreement by the Company have been duly authorized by the Company for purposes related and all other corporate action required to authorize and consummate the offer and sale of the Units have been duly taken and approvedincidental thereto. (c) The Units have been duly and validly authorized and issued. (d) The Company has obtained, or is in the process of obtaining, all licenses, permits and other governmental authorizations necessary to the conduct of its business, except where the failure to so obtain such licenses, permits and authorizations would not have a material adverse effect on the Company. Such licenses, permits and other governmental authorizations obtained are in full force and effect, except where the failure to be so would not have a material adverse effect on the Company, and the Company is in all material respects complying therewith. (e) The Company knows of no pending or threatened legal or governmental proceedings to which the Company is a party which would materially adversely affect the business, financial condition or operations of the Company. (f) The Company is not in violation of or default under, nor will the execution and delivery of this Subscription Agreement Lease by the Company will not conflict with or the issuance of the Units, or the consummation of the transactions herein contemplated, result in a violation breach of any of the terms of, or constitute a default under, the Company's certificate of incorporation or by-laws, any material obligations, agreements, covenants or conditions contained in any bond, debenture, note or other evidence of indebtedness or in any material contract, indenture, mortgage, loan agreementdeed of trust, lease, joint venture lease or other agreement or instrument to which the Company is a party or by which it or any of its properties may be property is bound or any material order, rule, regulation, writ, injunction, of the rules or decree regulations applicable to the Company or its property of any governmentcourt or other governmental body. (d) No litigation, governmental instrumentality proceedings or courtinvestigations are pending or, domestic to the knowledge of the Company, threatened against the Company except litigation involving claims which if adversely determined will not materially and adversely affect the financial condition or foreignoperations of the Company. In addition, no litigation, proceedings or investigations are pending or, to the knowledge of the Company, threatened against the Company seeking to restrain, enjoin or in any way limit the approval of the issuance and delivery of this Lease, the Bond Purchase Agreement or the Bond by the City or this Lease by the Company or which would in any manner challenge or adversely affect the right of the Company to enter into and carry out the transactions described in or contemplated by the execution, delivery, validity or performance by the Company of, the terms and provisions of this Lease. (e) The financial statements of the Company provided to the Bank correctly and fairly present the financial condition and the results of the operations of the Company for each of the periods covered hereby, all in accordance with generally accepted accounting principles consistently applied, and there has been no material adverse change in the condition, financial or otherwise, of the Company from that set forth in said financial statements. (f) The Company is a corporation duly organized and existing under the laws of the State of New Hampshire and is duly authorized and qualified to do business in the State of Missouri, with lawful power and authority to enter into this Lease, acting by and through its duly authorized officers.

REPRESENTATIONS BY THE COMPANY. The Company represents and warrants to the Subscriber that as of the date of the closing of this Offering (the "Closing Date"): (a) 2.1 The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware Nevada and has the corporate power to conduct the business which it conducts and proposes to conduct. (b) 2.2 The execution, delivery and performance of this Subscription Agreement by the Company have has been duly authorized by the Company and all other corporate action required to authorize and consummate the offer and sale of the Units have has been duly taken and approved. (c) 2.3 The Units Securities have been duly and validly authorized and issued. (d) 2.4 The Company has obtained, or is in the process of obtaining, all licenses, permits and other governmental authorizations necessary to for the conduct of its business, except where the failure to so obtain such licenses, permits and authorizations would not have a material adverse effect on the Company. Such licenses, permits and other governmental authorizations which have been obtained are in full force and effect, except where the failure to be so would not have a material adverse effect on the Company, and the Company is in all material respects complying therewith. (e) 2.5 The Company knows of no pending or threatened legal or governmental proceedings to which the Company is a party which would materially adversely affect the business, financial condition or operations of the Company. (f) 2.6 The Company is not in violation of or default under, nor will the execution and delivery of this Subscription Agreement or the issuance of the UnitsCommon Stock, or the consummation of the transactions herein contemplated, result in a violation of, or constitute a default under, the Company's certificate ’s Certificate of incorporation Incorporation or byBy-laws, any material obligations, agreements, covenants or conditions contained in any bond, debenture, note or other evidence of indebtedness or in any material contract, indenture, mortgage, loan agreement, lease, joint venture or other agreement or instrument to which the Company is a party or by which it or any of its properties may be bound or any material order, rule, regulation, writ, injunction, or decree of any government, governmental instrumentality or court, domestic or foreign.

REPRESENTATIONS BY THE COMPANY. The Company represents and warrants to the Subscriber that as of the date of the closing of this Offering (the "Closing Date"): (a) The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and has the corporate power to conduct the business which it conducts and proposes to conduct. (b) The execution, delivery and performance of this Subscription Agreement by the Company have been duly authorized by the Company and all other corporate action required to authorize and consummate the offer and sale of the Units have has been duly taken and approved. (c) The Units and the underlying Common Stock and the Warrants have been duly and validly authorized and will be duly and validly issued at closing of the Offering. The shares of Common Stock included in the Units and the shares of Common Stock issuable upon the exercise of the Warrants included in the Units, when issued, will be validly authorized and issued, non-assessable and full paid for shares of Common Stock of the Company. (d) At the time of issuance of the Units, the Company will own all shares of equity securities of Q Therapeutics, Inc. (e) The Company has obtained, or is in the process of obtaining, all licenses, permits and other governmental authorizations necessary to for the conduct of its business, except where the failure to so obtain such licenses, permits and authorizations would not have a material adverse effect on the Company. Such licenses, permits and other governmental authorizations which have been obtained are in full force and effect, except where the failure to be so would not have a material adverse effect on the Company, and the Company is in all material respects complying therewith. (ef) The Company knows of no pending or threatened legal or governmental proceedings to which the Company is a party which would materially adversely affect the business, financial condition or operations of the Company. (fg) The Company is not in violation of or default under, nor will the execution and delivery of this Subscription Agreement or the issuance of the UnitsCommon Stock and warrants, or the consummation of the transactions herein contemplated, result in a violation of, or constitute a default under, the Company's certificate ’s Certificate of incorporation Incorporation or byBy-laws, any material obligations, agreements, covenants or conditions contained in any bond, debenture, note or other evidence of indebtedness or in any material contract, indenture, mortgage, loan agreement, lease, joint venture or other agreement or instrument to which the Company is a party or by which it or any of its properties may be bound or any material order, rule, regulation, writ, injunction, or decree of any government, governmental instrumentality or court, domestic or foreign.