Common use of REPRESENTATIONS BY THE COMPANY Clause in Contracts

REPRESENTATIONS BY THE COMPANY. The Company represents and warrants to the Subscriber that prior to the consummation of this offering and at the Closing Date: 2.1 The Company is a corporation duly organized, 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. 2.2 The execution, delivery and performance of this Subscription Agreement by the Company will have been duly approved by the Board of Directors of the Company and all other actions required to authorize and effect the offer and sale of the Notes and Warrants will have been duly taken and approved. 2.3 The Notes and Warrants have been duly and validly authorized and when 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. 2.4 The Company knows of no pending or threatened legal or governmental proceedings to which the Company is a party which could materially adversely affect the business, property, financial condition or operations of the Company. 2.5 The execution and delivery of this Subscription Agreement, the issuance of the Notes and Warrants, and the incurrence of the obligations herein and therein set forth and the consummation of the transactions herein or therein contemplated, will not result in a violation of, or constitute a default under, the certificate of incorporation or by-laws, in the performance or observance of any material obligations, agreement, covenant or condition contained in any material 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.

REPRESENTATIONS BY THE COMPANY. The Company represents and warrants to the Subscriber that prior to as of the consummation date of the closing of this offering and at Offering (the “Closing Date:”): 2.1 (a) The Company is a corporation duly organizedincorporated, 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. 2.2 (b) The execution, delivery and performance of this Subscription Agreement by the Company will have been duly approved authorized by the Board of Directors of the Company and all other actions corporate action required to authorize and effect consummate the offer and sale of the Notes and Warrants will have Units has been duly taken and approved. 2.3 (c) The Notes Units and Warrants the underlying Common Stock have been duly and validly authorized and when issued issued. (d) The Company has obtained, or is in the process of obtaining, all licenses, permits and paid other governmental authorizations necessary 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 accordance with full force and effect, except where the terms hereoffailure to be so would not have a material adverse effect on the Company, will be valid and binding obligations of the Company enforceable is in accordance with their respective termsall material respects complying therewith. 2.4 (e) The Company knows of no pending or threatened legal or governmental proceedings to which the Company is a party which could would materially adversely affect the business, property, financial condition or operations of the Company. 2.5 (f) The Company is not in violation of or default under, nor will the execution and delivery of this Subscription Agreement, Agreement or the issuance of the Notes and WarrantsCommon Stock, and the incurrence of the obligations herein and therein set forth and or the consummation of the transactions herein or therein contemplated, will not result in a violation of, or constitute a default under, the certificate Company’s Certificate of incorporation Incorporation or byBy-laws, in the performance or observance of any material obligations, agreementagreements, covenant covenants or condition conditions contained in any material 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.

REPRESENTATIONS BY THE COMPANY. 3.1 The Company represents and warrants to the Subscriber Purchaser that prior to the consummation of this offering purchase and at the Closing Datesuch date: 2.1 (a) The Company is a corporation duly organized, 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. 2.2 (b) The execution, delivery and performance of this Subscription Agreement by the Company will have been duly approved by the Board of Directors of the Company and all other actions required to authorize and effect the offer and sale of the Notes and Warrants Shares will have been duly taken and approved. 2.3 (c) The Notes and Warrants Shares have been duly and validly authorized and when issued and paid for in accordance with the terms hereof, will be valid validly issued, fully paid and binding obligations nonassessable. (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; such licenses, permits and other governmental authorizations obtained are in full force and effect; and the Company enforceable is in accordance with their respective termsall material respects complying therewith. 2.4 (e) The Company knows of no pending or threatened legal or governmental proceedings to which the Company is a party which could materially adversely affect the business, property, financial condition or operations of the Company. 2.5 (f) The Company is not in violation of or default under, nor will the execution and delivery of this Subscription Agreement, the issuance of the Notes and Warrants, Shares and the incurrence of the obligations herein and therein set forth and the consummation of the transactions herein or therein contemplated, will not result in a violation of, or constitute a default under, the certificate of incorporation or by-laws, in the performance or observance of any material obligations, agreement, covenant or condition contained in any material 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, regulations writ, injunction, or decree of any government, governmental instrumentality or court, domestic or foreign. The Company represents that presently it does not have a sufficient number of authorized but unissued shares of common stock available for the issuance of the Shares contemplated hereby. The Company agrees to use its best efforts to cause the Charter Amendment to become effective.

REPRESENTATIONS BY THE COMPANY. The Company hereby represents and warrants to WCPT that each and every one of the Subscriber that prior to following statements is true, correct and complete in every material respect as of the consummation date of this offering and at the Closing DateAgreement: 2.1 (a) The Company is a corporation limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware and has the corporate power to conduct the business jurisdiction in which it conducts is incorporated, and, has full right, power and proposes authority to conduct. 2.2 The execution, delivery enter into this Agreement and performance to assume and perform all of this Subscription Agreement by its obligations; and the Company will have been duly approved by the Board of Directors of the Company and all other actions required to authorize and effect the offer and sale of the Notes and Warrants will have been duly taken and approved. 2.3 The Notes and Warrants have been duly and validly authorized and when 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. 2.4 The Company knows of no pending or threatened legal or governmental proceedings to which the Company is a party which could materially adversely affect the business, property, financial condition or operations of the Company. 2.5 The execution and delivery of this Subscription Agreement, Agreement and the issuance performance by the Company of its obligations under this Agreement requires no further action or approval of any other individuals or entities in order to constitute this Agreement as a binding and enforceable obligation of the Notes Company. The individuals and/or entities signing below in the indicated representative capacities are fully authorized so to act. This Agreement is the legal, valid and Warrantsbinding obligation of the Company, enforceable in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or similar laws affecting the enforcement thereof or relating to creditors’ rights generally. (b) The entry into, performance of, or compliance with this Agreement by the Company has not resulted, and the incurrence of the obligations herein and therein set forth and the consummation of the transactions herein or therein contemplated, will not result result, in a any violation of, or constitute a default under, or acceleration of any obligation under any existing agreement, including without limitation, the Operating Agreement, corporate charter, certificate of incorporation or by-lawsincorporation, in the performance or observance bylaw, articles of any material obligationsorganization, agreement, covenant or condition contained in any material bond, debenture, note or other evidence of indebtedness or in any material contractmortgage, indenture, mortgage, loan agreement, leasenote, joint venture contract, permit, judgment, decree, order, restrictive covenant, statute, rule or regulation applicable to the Company. (c) The Company (i) has not made an assignment for the benefit of creditors or admitted in writing its inability to pay its debts as they mature, and (ii) has not been adjudicated a bankrupt or filed a petition in voluntary bankruptcy or a petition or answer seeking reorganization or an arrangement with creditors under the Federal bankruptcy law or any other agreement similar law or instrument statute of the United States or any jurisdiction and, to the actual knowledge of the Company, no such petition has been filed against the Company. After giving effect to the Redemption Payment, all liabilities of the Company, other than liabilities to members on account of their limited liability company interests and liabilities for which the recourse of creditors is limited to specific property of the Company, do not exceed the fair value of the assets of the Company, except that the fair value of property that is subject to a liability for which the recourse of creditors is limited shall be included in the assets of the Company only to the extent that the fair value of that property exceeds that liability. (d) The Company hereby acknowledges and agrees that WCPT and its Affiliates have or may have material nonpublic information with respect to the Company, including without limitation results of operations, condition (financial or otherwise), prospects, plans, recent developments and material transactions. The Company also acknowledges that it is a party sophisticated investor with such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the redemption of the Redeemed Interest. The Company hereby waives any right to rescind or by which it invalidate the redemption of the Redeemed Interest or to seek any damages, other remuneration or any other remedy from WCPT or its Affiliates or their respective successors based on the possession of such material nonpublic information by WCPT or its Affiliates or the lack of possession of such information by the Company. Subject to the limitations and other provisions of Section 6.4 hereof, the Company shall indemnify and defend the WCPT Parties against and hold the WCPT Parties harmless from any and all losses, costs, damages, liabilities and expenses (including, without limitation, reasonable counsel fees) arising out of any breach by the Company of its properties may be bound or in violation of any material orderrepresentations and warranties hereunder, rule, regulation, writ, injunction, or decree of any government, governmental instrumentality or court, domestic or foreignexcept as limited herein.

REPRESENTATIONS BY THE COMPANY. The Company represents and warrants to the Subscriber that prior to the consummation of this offering and at the Closing Date: 2.1 (a) The Company is a corporation duly organized, 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 conductconduct and is qualified to do business in California and Utah. 2.2 (b) The execution, delivery and performance of this Subscription Agreement by the Company will have been duly approved by the Board of Directors of the Company and all other actions required to authorize and effect the offer and sale of the Notes Units and Warrants the securities contained therein will have been duly taken and approved. 2.3 (c) The Notes Shares and Warrants comprising the Units have been duly and validly authorized and when issued and paid for in accordance with the terms hereof, will be valid duly and binding obligations validly issued and fully paid and non assessable. (d) The Company will at all times have authorized and reserved a sufficient number of Reserved Shares to provide for conversion of the Company enforceable in accordance with their respective termsShares and exercise of the Warrants. 2.4 (e) 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; such licenses, permits and other governmental authorizations obtained are in full force and effect; and the Company is in all material respects complying therewith. (f) The Company knows of no pending or threatened legal or governmental proceedings to which the Company is a party which could materially adversely affect the business, property, financial condition or operations of the Company. 2.5 (g) The Company is not in violation of or default under, nor will the execution and delivery of this Subscription Agreement, the issuance of the Notes and Shares or the Warrants, and the incurrence of the obligations herein and therein set forth and the consummation of the transactions herein or therein contemplated, will not result in a violation of, or constitute a default under, the certificate Company's articles of incorporation or by-laws, in the performance or observance of any material obligations, agreement, covenant or condition contained in any material 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. (h) The financial information contained in the Memorandum presents fairly the financial condition of the Company as of the dates and for the periods indicated.

REPRESENTATIONS BY THE COMPANY. The Company represents and warrants to the Subscriber that prior to the consummation of this offering and at the Closing Date: 2.1 (a) The Company is a corporation duly organizedincorporated, 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. 2.2 (b) The execution, delivery and performance of this Subscription Agreement by the Company will have been duly approved authorized by the Board of Directors of the Company and all other actions corporate action required to authorize and effect consummate the offer and sale of the Notes and Warrants will have Units has been duly taken and approved. 2.3 (c) The Notes Units and Warrants the underlying Common Stock and the warrants have been duly and validly authorized and when issued and paid for in accordance with the terms hereof, will be valid duly and binding obligations validly issued at closing of the Company enforceable in accordance with their respective termsOffering. 2.4 (d) The Company has obtained, all licenses, permits and other governmental authorizations necessary 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 could would materially adversely affect the business, property, financial condition or operations of the Company. 2.5 (f) The Company is not in violation of or default under, nor will the execution and delivery of this Subscription Agreement, Agreement or the issuance of the Notes Common Stock and Warrantswarrants, and the incurrence of the obligations herein and therein set forth and or the consummation of the transactions herein or therein contemplated, will not result in a violation of, or constitute a default under, the certificate Company’s Certificate of incorporation Incorporation or byBy-laws, in the performance or observance of any material obligations, agreementagreements, covenant covenants or condition conditions contained in any material 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 Company owns, is licensed or otherwise has adequate rights to use Company technology (including but not limited to patented, patentable and unpatented inventions and unpatentable proprietary or confidential information, systems or procedures), designs, processes, trademarks, trade secrets, know how, copyrights and other works of authorship, computer programs and technical data and information that are or could reasonably be expected to be material to its business as currently conducted or proposed to be conducted or to the development, manufacture, operation and sale of any products and services sold or proposed to be sold by any of the Company (collectively, the “Intellectual Property”). The Company has not received any threat of or notice of infringement of or conflict with asserted rights of others with respect to any Intellectual Property. Except as set forth in the Offering Documents, the Company is not obligated or under any liability whatsoever to make any material payment by way of royalties, fees or otherwise to any owner or licensee of, or other claimant to, any Intellectual Property, with respect to the use thereof or in connection with the conduct of its businesses or otherwise. The Company has taken reasonable security measures to protect the secrecy, confidentiality and value of the Intellectual Property in all material aspects, including, but not limited to complying with all duty of disclosure requirements before the U.S. Patent and Trademark Office and any other non-U.S. Patent Offices as appropriate, and has no reason to believe that such Intellectual Property is not or, if not yet patented or registered, would not be, valid and enforceable against an unauthorized user. (h) No consent, approval, authorization or order of, or any filing or declaration with, any court or governmental agency or body is required in connection with the authorization, issuance, transfer, sale or delivery of the Common Stock by the Company, in connection with the execution, delivery and performance of this Agreement by the Company. (i) The Offering Documents and each of the Company’s reports and filings filed with the Securities and Exchange Commission are true and correct in all material respects and do not contain any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained herein or therein not misleading in light of the circumstances under which they were made. No statement, representation, warranty or covenant made by the Company in this Agreement or made in any certificate or document required by this Agreement was or will be, when made, inaccurate, untrue or incorrect. All statistical or market-related data included in the Offering Documents are based on or derived from sources that the Company believes to be reliable and accurate, and the Company has obtained the written consent to the use of such data from such sources to the extent required.

REPRESENTATIONS BY THE COMPANY. The Company represents and warrants to the Subscriber that prior to the consummation of this offering and at the Closing Date: 2.1 (a) The Company is a corporation duly organizedincorporated, 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. 2.2 (b) The execution, delivery and performance of this Subscription Agreement by the Company will have been duly approved authorized by the Board of Directors of the Company and all other actions corporate action required to authorize and effect consummate the offer and sale of the Notes and Warrants will have Units has been duly taken and approved. 2.3 (c) The Notes Units and Warrants the underlying Common Stock and the warrants have been duly and validly authorized and when issued and paid for in accordance with the terms hereof, will be valid duly and binding obligations validly issued at closing of the Company enforceable in accordance with their respective termsOffering. 2.4 (d) The Company has obtained, or is in the process of obtaining, all licenses, permits and other governmental authorizations necessary 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 could would materially adversely affect the business, property, financial condition or operations of the Company. 2.5 (f) The Company is not in violation of or default under, nor will the execution and delivery of this Subscription Agreement, Agreement or the issuance of the Notes Common Stock and Warrantswarrants, and the incurrence of the obligations herein and therein set forth and or the consummation of the transactions herein or therein contemplated, will not result in a violation of, or constitute a default under, the certificate Company’s Certificate of incorporation Incorporation or byBy-laws, in the performance or observance of any material obligations, agreementagreements, covenant covenants or condition conditions contained in any material 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.

REPRESENTATIONS BY THE COMPANY. The Company represents and warrants to the Subscriber that prior to the consummation of this offering and at the Closing Datethat: 2.1 (a) The Company is a corporation duly organized, 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 conductconduct and is qualified to do business in New Jersey. 2.2 (b) The execution, delivery and performance of this Subscription Agreement by the Company will have has been duly approved by the Board of Directors of the Company and all other actions required the Company will file an Information Statement with the SEC and a Designation (as defined in the Purchase Agreement) by March 12, 1999 and, thereafter, will use its best efforts to authorize and effect such changes outlined in the offer and sale of the Notes and Warrants will have been duly taken and approvedInformation Statement. 2.3 (c) The Notes and Warrants Shares have been duly and validly authorized and when issued and paid for in accordance with the terms hereof, will be valid duly and binding obligations validly issued and fully paid and non assessable. (d) Except as set forth in Section 1.1 above, the Company will at all times have authorized and reserved a sufficient number of shares of Common Stock to provide for conversion of the Company enforceable in accordance with their respective termsShares. 2.4 (e) 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; such licenses, permits and other governmental authorizations obtained are in full force and effect; and the Company is in all material respects complying therewith. (f) The Company knows of no pending or threatened legal or governmental proceedings to which the Company is a party which could materially adversely affect the business, property, financial condition or operations of the Company. 2.5 (g) The Company is not in violation of or default under, nor will the execution and delivery of this Subscription Agreement, the issuance of the Notes and WarrantsShares, and the incurrence of the obligations herein and therein set forth and the consummation of the transactions herein or therein contemplated, will not result in a violation of, or constitute a default under, the certificate Company's articles of incorporation or by-laws, in the performance or observance of any material obligations, agreement, covenant or condition contained in any material 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. (h) The financial information contained in the Subscription Agreement presents fairly the financial condition of the Company as of the dates and for the periods indicated.

REPRESENTATIONS BY THE COMPANY. The Company represents and warrants to the Subscriber that prior to the consummation of this offering and at the Closing DatePurchaser that: 2.1 The Company is a corporation duly organized, 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. 2.2 The execution, delivery and performance of this Subscription Agreement by the Company will have has been duly approved by the Board of Directors of the Company and all other actions required to authorize and effect the offer purchase and sale of the Notes and Warrants will have Securities has been duly taken and approved. 2.3 The Notes and Warrants Securities have been duly and validly authorized and, upon conversion of the Note (i) after the issuance of the Conversion Shares, such Conversion Shares will be fully paid and non-assessable and (ii) when issued and paid for in accordance with the terms hereofConversion Warrants, the Warrant Shares will be valid fully paid and binding obligations of the Company enforceable in accordance with their respective termsnon-assessable. 2.4 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; such licenses, permits and other governmental authorizations obtained are in full force and effect; and the Company is in all material respects complying therewith. 2.5 The Company knows of no pending or threatened legal or governmental proceedings to which the Company is a party and which could materially adversely affect the business, property, financial condition or operations of the Company. 2.5 2.6 The Company is not in violation of, or default under, nor will the execution and delivery of this Subscription Agreement, the issuance of the Notes and Warrants, Securities and the incurrence of the obligations herein and therein set forth and the consummation of the transactions herein or therein contemplated, will not result in a violation of, or constitute a default under, the certificate Company's Certificate of incorporation Incorporation or by-lawsBylaws, in the performance or observance of any material obligationsobligation, agreement, covenant or condition contained in any material 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 instrument, to which the Company is a party or by which it or any of its properties may be bound bound, or in violation of any material order, rule, regulation, writ, injunction, 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 prior to the consummation of this offering and at the Closing Date: 2.1 (a) The Company is a corporation duly organizedincorporated, 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. 2.2 (b) The execution, delivery and performance of this Restated Subscription Agreement by the Company will have been duly approved authorized by the Board of Directors of the Company and all other actions corporate action required to authorize and effect consummate the offer and sale of the Notes and Warrants will have Units has been duly taken and approved. 2.3 (c) The Notes Units and Warrants the underlying Common Stock have been duly and validly authorized and when issued issued. (d) The Company has obtained, or is in the process of obtaining, all licenses, permits and paid other governmental authorizations necessary 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 accordance with full force and effect, except where the terms hereoffailure to be so would not have a material adverse effect on the Company, will be valid and binding obligations of the Company enforceable is in accordance with their respective termsall material respects complying therewith. 2.4 (e) The Company knows of no pending or threatened legal or governmental proceedings to which the Company is a party which could would materially adversely affect the business, property, financial condition or operations of the Company. 2.5 (f) The Company is not in violation of or default under, nor will the execution and delivery of this Restated Subscription Agreement, Agreement or the issuance of the Notes and WarrantsCommon Stock, and the incurrence of the obligations herein and therein set forth and or the consummation of the transactions herein or therein contemplated, will not result in a violation of, or constitute a default under, the certificate Company's Certificate of incorporation Incorporation or byBy-laws, in the performance or observance of any material obligations, agreementagreements, covenant covenants or condition conditions contained in any material 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.

REPRESENTATIONS BY THE COMPANY. The Company represents and warrants to the Subscriber that prior to the consummation of this offering and at the Closing Date: 2.1 (a) The Company is a corporation duly organizedincorporated, 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. 2.2 (b) The execution, delivery and performance of this Subscription Agreement by the Company will have been duly approved authorized by the Board of Directors of the Company and all other actions corporate action required to authorize and effect consummate the offer and sale of the Notes and Warrants will have Units has been duly taken and approved. 2.3 (c) The Notes Units and Warrants the underlying Common Stock have been duly and validly authorized and when issued issued. (d) The Company has obtained, or is in the process of obtaining, all licenses, permits and paid other governmental authorizations necessary 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 accordance with full force and effect, except where the terms hereoffailure to be so would not have a material adverse effect on the Company, will be valid and binding obligations of the Company enforceable is in accordance with their respective termsall material respects complying therewith. 2.4 (e) The Company knows of no pending or threatened legal or governmental proceedings to which the Company is a party which could would materially adversely affect the business, property, financial condition or operations of the Company. 2.5 (f) The Company is not in violation of or default under, nor will the execution and delivery of this Subscription Agreement, Agreement or the issuance of the Notes and WarrantsCommon Stock, and the incurrence of the obligations herein and therein set forth and or the consummation of the transactions herein or therein contemplated, will not result in a violation of, or constitute a default under, the certificate Company’s Certificate of incorporation Incorporation or byBy-laws, in the performance or observance of any material obligations, agreementagreements, covenant covenants or condition conditions contained in any material 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 Company anticipates using the gross proceeds from the Offering as follows: (i) approximately $200,000 for offering expenses and (ii) the remainder for general corporate purposes including growth initiatives and capital expenditures.

REPRESENTATIONS BY THE COMPANY. The Company represents and warrants to the Subscriber that prior to the consummation of this offering and at the Closing Date: 2.1 (a) The Company is a corporation duly organized, existing and in good standing under the laws of the State of Delaware California and has the corporate power to conduct the business which it conducts and proposes to conduct. 2.2 (b) The execution, delivery and performance of this Subscription Agreement by the Company will have been duly approved by the Board of Directors of the Company and all other actions required to authorize and effect the offer and sale of the Notes Shares and Warrants the securities contained therein will have been duly taken and approved.. 73 2.3 (c) The Notes and Warrants shares of Common Stock have been duly and validly authorized and when 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. 2.4 (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; such licenses, permits and other governmental authorizations obtained are in full force and effect; 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 could materially adversely affect the business, property, financial condition condition, results of operations or operations prospects of the Company. 2.5 (f) The Company is not in violation of or default under, nor will the execution and delivery of this Subscription Agreement, the issuance of the Notes and Warrants, Shares and the incurrence of the obligations herein and therein set forth and the consummation of the transactions herein or therein contemplated, will not result in a violation of, or constitute a default under, the certificate articles of incorporation or by-laws, in the performance or observance of any material obligations, agreement, covenant or condition contained in any material 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.

REPRESENTATIONS BY THE COMPANY. The Company represents and warrants to the Subscriber that prior to as of the consummation date of the closing of this offering and at Offering (the “Closing Date:”): 2.1 (a) The Company is a corporation duly organizedincorporated, 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. 2.2 (b) The execution, delivery and performance of this Subscription Agreement by the Company will have been duly approved authorized by the Board of Directors of the Company and all other actions corporate action required to authorize and effect consummate the offer and sale of the Notes and Warrants will have Units has been duly taken and approved. 2.3 (c) The Notes Units and Warrants the underlying Common Stock have been duly and validly authorized and when 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 termsissued. 2.4 (d) The Company knows is not in violation of no pending or threatened legal or governmental proceedings to which default under, nor will the Company is a party which could materially adversely affect the business, property, financial condition or operations of the Company. 2.5 The execution and delivery of this Subscription Agreement, Agreement or the issuance of the Notes and WarrantsCommon Stock, and the incurrence of the obligations herein and therein set forth and or the consummation of the transactions herein or therein contemplated, will not result in a violation of, or constitute a default under, the certificate Company’s Certificate of incorporation Incorporation or byBy-laws, in the performance or observance of any material obligations, agreementagreements, covenant covenants or condition conditions contained in any material 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. (e) The Company is subject to, and in full compliance with, the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company has made available to each Subscriber through the XXXXX system true and complete copies of the Company’s Annual and Quarterly Reports on Form 10-KSB and 10-QSB, respectively, and each of the Company’s Current Reports on Form 8-K (collectively, the “SEC Filings”), and all such SEC Filings are incorporated herein by reference. The SEC Filings, including the financial statements included therein, when they were filed with the SEC (or, if any amendment with respect to any such document was filed, when such amendment was filed), complied in all material respects with the applicable requirements of the Exchange Act and the rules and regulations thereunder and did not, as of such date, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

REPRESENTATIONS BY THE COMPANY. 3.1 The Company represents and warrants to the Subscriber Purchasers that prior to as of the consummation of this offering date hereof and at the Closing DateClosing: 2.1 (a) The Company is a corporation duly organized, 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. 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 Articles of Incorporation and the Company's Bylaws, as then in effect. 2.2 (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 Common Stock has been taken or will be taken prior to the Closing. (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 will have been duly approved by of this Purchase Agreement and compliance herewith and the Board of Directors sale and issuance of the Company Common Stock will not result in any violation of and all other actions required to authorize and effect the offer and sale will not conflict with, or result in a breach of any of the Notes and Warrants will have been duly taken and approvedterms of, or constitute a default under the Company's Articles of Incorporation or Bylaws (as in effect on the date hereof), 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 is a party or by which it is bound, or result in the creation of any mortgage, pledge, lien, encumbrance or charge upon any of the properties or assets of the Company. 2.3 (e) The Notes Company has, to the best of its knowledge, obtained, or is in the process of obtaining, all licenses, permits and Warrants have been duly other governmental authorizations necessary to the conduct of its business; such licenses, permits and validly authorized other governmental authorizations obtained are in full force and when issued effect; and paid for in accordance with the terms hereof, will be valid and binding obligations of the Company enforceable is in accordance with their respective termsall material respects complying therewith; except where such failure to 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's business or financial condition. 2.4 (f) The Company knows of no pending or threatened legal or governmental proceedings to which the Company is a party which 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 Purchase Agreement, or the right of the Company to enter into this Purchase 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. 2.5 (g) The 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. 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 Purchase Agreement, nor the issuance carrying on of the Notes and Warrants, and Company's business by the incurrence employees of the obligations herein and therein set forth and Company, nor the consummation conduct of the transactions herein Company's business as now conducted and as presently proposed to be conducted, will, to the Company's knowledge, conflict with or therein contemplated, will not result in a violation breach of the terms, conditions or provisions of, or constitute a default under, the certificate of incorporation or by-laws, in the performance or observance of any material obligations, agreementcontract, covenant or condition contained instrument under which any of such employees is now obligated. (h) 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 federal income tax returns and none of its state income or sales 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. (i) 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. (j) The Company has no contract, arrangement or understanding with any broker, finder or similar agent with respect to the transactions contemplated by this Purchase Agreement. (k) Assuming the correctness of the representations and warranties set forth in Section 2.1 to Section 2.7 hereof, the offer and sale of the Common 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 sale of the Common Stock, no form of general solicitation or general advertising was used by the Company and its representatives, including, but not limited to, advertisements, articles, notices or other communications published in any material bondnewspaper, debenturemagazine or similar medium or broadcast over television, 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 radio or any of its properties may be bound seminar or in violation of 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 prior to the consummation of this offering and at the Closing Date: 2.1 (a) The Company is a corporation duly organizedincorporated, 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. 2.2 (b) The execution, delivery and performance of this Subscription Agreement by the Company will have been duly approved authorized by the Board of Directors of the Company and all other actions corporate action required to authorize and effect consummate the offer and sale of the Notes and Warrants will have Units has been duly taken and approved. 2.3 (c) The Notes Units and Warrants the underlying Common Stock have been duly and validly authorized and when issued and paid for in accordance with the terms hereof, will be valid duly and binding obligations validly issued at closing of the Company enforceable in accordance with their respective termsOffering. 2.4 (d) The Company has obtained, or is in the process of obtaining, all licenses, permits and other governmental authorizations necessary 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 could would materially adversely affect the business, property, financial condition or operations of the Company. 2.5 (f) The Company is not in violation of or default under, nor will the execution and delivery of this Subscription Agreement, Agreement or the issuance of the Notes and WarrantsCommon Stock, and the incurrence of the obligations herein and therein set forth and or the consummation of the transactions herein or therein contemplated, will not result in a violation of, or constitute a default under, the certificate Company’s Certificate of incorporation Incorporation or byBy-laws, in the performance or observance of any material obligations, agreementagreements, covenant covenants or condition conditions contained in any material 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.

REPRESENTATIONS BY THE COMPANY. The As of the date hereof, the Company represents makes the following representations and warrants to warranties as the Subscriber that prior to the consummation of this offering and at the Closing Datebasis for its covenants herein: 2.1 (1) The Company is a corporation duly organized, existing and in good standing limited liability company validly formed under the laws of the State of Delaware Minnesota, is duly authorized to conduct its business in the State of Minnesota, has power to enter into this Bond Lease and to use the Equipment for the purpose set forth in this Bond Lease and by proper action has authorized the execution and delivery of this Bond Lease and has approved the corporate power to conduct the business which it conducts and proposes to conduct.Indenture; 2.2 The execution, delivery and performance of this Subscription Agreement by the Company will have been duly approved by the Board of Directors of the Company and all other actions required to authorize and effect the offer and sale of the Notes and Warrants will have been duly taken and approved. 2.3 The Notes and Warrants have been duly and validly authorized and when 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. 2.4 The Company knows of no pending or threatened legal or governmental proceedings to which the Company is a party which could materially adversely affect the business, property, financial condition or operations of the Company. 2.5 (2) The execution and delivery of this Subscription AgreementBond Lease, the issuance of the Notes and Warrants, and the incurrence of the obligations herein and therein set forth and the consummation of the transactions herein contemplated thereby, and the fulfillment of the terms and conditions thereof do not and will not conflict with or therein contemplatedresult in a breach 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 under 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 or its properties, including the Project, and do not and will not result in a violation of, the creation or constitute a default under, the certificate of incorporation or by-laws, in the performance or observance imposition of any material obligationslien, agreement, covenant charge or condition contained in encumbrance of any material bond, debenture, note nature upon any of the property or other evidence assets of indebtedness the Company contrary to the terms of any instrument 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 Bond Lease has been duly and validly authorized, executed and delivered by the Company and is a 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 Bond 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 date of issuance of the Series 2008 Bonds, reasonably expect any use of moneys derived from the proceeds of the Series 2008 Bonds or any investment or reinvestment thereof or from the sale of its properties may the Project which would cause the Series 2008 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 violation accordance with Section 3.2), and the Company shall not consent to any changes in the use of any material order, rule, regulation, writ, injunctionthe 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 2008 Bonds; (9) The Company will cooperate with the City 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 Bond Lease or the ability of the Company to comply with its obligations under this Bond Lease or the Indenture; and (11) To the best of Company’s knowledge, no public official of the City has either a direct or indirect financial interest in this Bond Lease nor will any governmentpublic official either directly or indirectly benefit financially from this Bond 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.