Common use of Actions By MPI Clause in Contracts

Actions By MPI. (a) MPI shall duly execute and deliver to ORIX a counterpart copy of the form of Registration Rights Agreement attached to this Conversion Agreement as Exhibit "B" and incorporated herein by reference ("Registration Agreement"). (b) MPI's Chief Executive Officer shall duly execute and deliver to ORIX the form of Certificate of Chief Executive Officer attached to this Conversion Agreement as Exhibit "E" and incorporated herein by reference ("Certificate of CEO"), certifying the following matters: (i) Any approvals of MPI's shareholders and directors that may be required under any applicable law, in connection with the transactions contemplated by this Conversion Agreement, have been duly obtained and are in full force and effect as of the Conversion Date. (ii) All of the representations and warranties of MPI set forth in this Conversion Agreement,. the Ancillary Agreements (as defined below) or in any other document delivered to ORIX in connection herewith, are true, accurate, complete, and not misleading in any material respect as of the Conversion Date. (iii) MPI has performed all of the duties and obligations required to be performed by MPI on or prior to the Conversion Date, pursuant to the provisions of this Conversion Agreement, the Ancillary Agreements (as defined below) or in any other document delivered to ORIX in connection herewith. (c) MPI shall cause its legal counsel to duly execute and deliver to ORIX the of legal opinion letter attached to his Conversion Agreement as Exhibit "F" and incorporated herein by reference ("Legal Opinion"). (d) MPI shall deliver to ORIX copies of certificates of good standing for MPI issued by the California Secretary and State and the California Franchise Tax Board, dated not more than five (5) days prior to the Conversion Date. (e) MPI shall deliver to ORIX the stock certificate representing Four Hundred Seventy Three Thousand Five Hundred Eighty Four (473,584) shares of Series A Preferred Stock issued by MPI to ORIX. (f) MPI shall deliver to ORIX and its legal counsel copies of the following documents: (i) A copy of the Certificate of Amendment and Bylaws of MPI (as amended through the Conversion Date), certified by the Secretary of MPI as true and correct copies thereof as of the Conversion Date. (ii) A copy of the resolutions of the Board of Directors and shareholders of MPI evidencing the amendment to MPI's Amended and Restated Articles of Incorporation providing for the authorization of the Series A Preferred Stock and the approval of this Agreement and the other agreements, documents, and matters contemplated hereby, certified by the Secretary of MPI to be true, complete and correct.

Actions By MPI. (a) MPI shall duly execute and deliver to ORIX NSEB a counterpart copy of the form of Registration Rights Agreement attached to this Conversion Agreement as Exhibit "B" and incorporated herein by reference ("Registration Agreement"). (b) MPI's Chief Executive Officer shall duly execute and deliver to ORIX NSEB the form of Certificate of Chief Executive Officer attached to this Conversion Agreement as Exhibit "E" and incorporated herein by reference ("Certificate of CEO"), certifying the following matters: (i) Any approvals of MPI's shareholders and directors that may be required under any applicable law, in connection with the transactions contemplated by this Conversion Agreement, have been duly obtained and are in full force and effect as of the Conversion Date. (ii) All of the representations and warranties of MPI set forth in this Conversion Agreement,. the Ancillary Agreements (as defined below) or in any other document delivered to ORIX NSEB in connection herewith, are true, accurate, complete, and not misleading in any material respect as of the Conversion Date. (iii) MPI has performed all of the duties and obligations required to be performed by MPI on or prior to the Conversion Date, pursuant to the provisions of this Conversion Agreement, the Ancillary Agreements (as defined below) or in any other document delivered to ORIX NSEB in connection herewith. (c) MPI shall cause its legal counsel to duly execute and deliver to ORIX NSEB the form of legal opinion letter attached to his Conversion Agreement as Exhibit "F" and incorporated herein by reference ("Legal Opinion"). (d) MPI shall deliver to ORIX NSEB copies of certificates of good standing for MPI issued by the California Secretary and of State and the California Franchise Tax Board, dated not more than five (5) days prior to the Conversion Date. (e) MPI shall deliver to ORIX NSEB the stock certificate representing Four Two Hundred Seventy Three One Thousand Five One Hundred Eighty Four Seventy Six (473,584271,176) shares of Series A Preferred Stock issued by MPI to ORIXNSEB. (f) MPI shall deliver to ORIX NSEB and its legal counsel copies of the following documents: (i) A copy of the Certificate of Amendment and Bylaws of MPI (as amended through the Conversion Date), certified by the Secretary of MPI as true and correct copies thereof as of the Conversion Date. (ii) A copy of the resolutions of the Board of Directors and shareholders of MPI evidencing the amendment to MPI's Amended and Restated Articles of Incorporation providing for the authorization of the Series A Preferred Stock and the approval of this Agreement and the other agreements, documents, and matters contemplated hereby, certified by the Secretary of MPI to be true, complete and correct. (g) MPI shall deliver to NSEB a written release executed by DBS providing that NSEB is no longer liable for the Account Receivable.

Actions By MPI. (a) MPI shall duly execute and deliver to ORIX DBS a counterpart copy of the form of Registration Rights Agreement attached to this Conversion Agreement as Exhibit "B" and incorporated herein by reference ("Registration Agreement"). (b) MPI shall duly execute and deliver to DBS a counterpart copy of the form of IBM Proceeds Agreement attached to this Conversion Agreement as Exhibit "D" and incorporated herein by reference ("IBM Agreement"). (c) MPI's Chief Executive Officer shall duly execute and deliver to ORIX DBS the form of Certificate of Chief Executive Officer attached to this Conversion Agreement as Exhibit "E" and incorporated herein by reference ("Certificate of CEO"), certifying the following matters: (i) Any approvals of MPI's shareholders and directors that may be required under any applicable law, in connection with the transactions contemplated by this Conversion Agreement, have been duly obtained and are in full force and effect as of the Conversion Date. (ii) All of the representations and warranties of MPI set forth in this Conversion Agreement,. , the Ancillary Agreements (as defined below) or in any other document delivered to ORIX DBS in connection herewith, are true, accurate, complete, and not misleading in any material respect as of the Conversion Date. (iii) MPI has performed all of the duties and obligations required to be performed by MPI on or prior to the Conversion Date, pursuant to the provisions of this Conversion Agreement, the Ancillary Agreements (as defined below) or in any other document delivered to ORIX DBS in connection herewith. (cd) MPI shall cause its legal counsel to duly execute and deliver to ORIX DBS the form of legal opinion letter attached to his Conversion Agreement as Exhibit "F" and incorporated herein by reference ("Legal Opinion"). (de) MPI shall deliver to ORIX DBS copies of certificates of good standing for MPI issued by the California Secretary and State and the California Franchise Tax Board, dated not more than five one (51) days day prior to the Conversion Date. (ef) MPI shall deliver to ORIX the DBS stock certificate certificates representing One Million One Hundred Fifty Four Thousand Three Hundred Seventy Three Thousand Five Hundred Eighty Four Eleven (473,5841,154,311) shares of Series A Preferred Stock issued by MPI to ORIXDBS. (fg) MPI shall deliver to ORIX DBS and its legal counsel copies of the following documents: (i) A copy of the Certificate of Amendment and Bylaws of MPI (as amended through the Conversion Date), certified by the Secretary of MPI as true and correct copies thereof as of the Conversion Date. (ii) A copy of the resolutions of the Board of Directors and shareholders of MPI evidencing the amendment to MPI's Amended and Restated Articles of Incorporation providing for the authorization of the Series A Preferred Stock and the approval of this Agreement and the other agreements, documents, and matters contemplated hereby, certified by the Secretary of MPI to be true, complete and correct. (iii) A written certification from MPI's legal counsel stating that all approvals required to be obtained from the SEC in connection with the transactions contemplated by this Conversion Agreement have been obtained.

Actions By MPI. (a) MPI shall duly execute and deliver to ORIX Transpac Capital a counterpart copy of the form of Registration Rights Agreement attached to this Conversion Agreement as Exhibit "B" and incorporated herein by reference ("Registration Agreement"). (b) MPI shall duly execute and deliver to Transpac Capital four (4) counterpart copies of the form of First Amendment to Warrant To Purchase Common Stock of MPI attached to this Conversion Agreement as Exhibit "C" and incorporated herein by reference (collectively the "Transpac Warrant Amendments"), one with respect to each of the Warrants to Purchase Common Stock of MPI, dated April 24, 1998 (collectively the "Transpac Warrants"), issued respectively to Transpac Capital, Transpac Holdings, Regional Investment and Natsteel Equity. (c) MPI shall duly execute and deliver to Transpac Capital a counterpart copy of the form of IBM Proceeds Agreement attached to this Conversion Agreement as Exhibit "D" and incorporated herein by reference ("IBM Agreement"). (d) MPI's Chief Executive Officer shall duly execute and deliver to ORIX Transpac the form of Certificate of Chief Executive Officer attached to this Conversion Agreement as Exhibit "E" and incorporated herein by reference ("Certificate of CEO"), certifying the following matters: (i) Any approvals of MPI's shareholders and directors that may be required under any applicable law, in connection with the transactions contemplated by this Conversion Agreement, have been duly obtained and are in full force and effect as of the Conversion Date. (ii) All of the representations and warranties of MPI set forth in this Conversion Agreement,. , the Ancillary Agreements (as defined below) or in any other document delivered to ORIX the Investor Group in connection herewith, are true, accurate, complete, and not misleading in any material respect as of the Conversion Date. (iii) MPI has performed all of the duties and obligations required to be performed by MPI on or prior to the Conversion Date, pursuant to the provisions of this Conversion Agreement, the Ancillary Agreements (as defined below) or in any other document delivered to ORIX the Investor Group in connection herewith. (ce) MPI shall cause its legal counsel to duly execute and deliver to ORIX Transpac the form of legal opinion letter attached to his Conversion Agreement as Exhibit "F" and incorporated herein by reference ("Legal Opinion"). (df) MPI shall deliver to ORIX Transpac copies of certificates of good standing for MPI issued by the California Secretary and of State and the California Franchise Tax Board, dated not more than five (5) days prior to the Conversion Date. (eg) MPI shall deliver to ORIX the Transpac stock certificate certificates representing Four Hundred Seventy Three Thousand Five Hundred Eighty Four (473,584) shares of Series A Preferred Stock issued by MPI to ORIX.the Investor Group in the following names and numbers of shares: (fi) Transpac Capital Pte Ltd, 1,624,822 (ii) Transpac Industrial Holdings Ltd, 1,599,632 (iii) Regional Investment Company Ltd, 440,843 (iv) Natsteel Equity III Pte Ltd, 366,529 (h) MPI shall deliver to ORIX Transpac and its legal counsel copies of the following documents: (i) A copy of the Certificate of Amendment and Bylaws of MPI (as amended through the Conversion Date), certified by the Secretary of MPI as true and correct copies thereof as of the Conversion Date. (ii) A copy of the resolutions of the Board of Directors and shareholders of MPI evidencing the amendment to MPI's Amended and Restated Articles of Incorporation providing for the authorization of the Series A Preferred Stock and the approval of this Agreement and the other agreements, documents, and matters contemplated hereby, certified by the Secretary of MPI to be true, complete and correct.

Actions By MPI. (a) MPI shall duly execute and deliver to ORIX FIF a counterpart copy of the form of Registration Rights Agreement attached to this Conversion Agreement as Exhibit "B" and incorporated herein by reference ("Registration Agreement"). (b) MPI's Chief Executive Officer shall duly execute and deliver to ORIX FIF the form of Certificate of Chief Executive Officer attached to this Conversion Agreement as Exhibit "E" and incorporated herein by reference ("Certificate of CEO"), certifying the following matters: (i) Any approvals of MPI's shareholders and directors that may be required under any applicable law, in connection with the transactions contemplated by this Conversion Agreement, have been duly obtained and are in full force and effect as of the Conversion Date. (ii) All of the representations and warranties of MPI set forth in this Conversion Agreement,. the Ancillary Agreements (as defined below) or in any other document delivered to ORIX FIF in connection herewith, are true, accurate, complete, and not misleading in any material respect as of the Conversion Date. (iii) MPI has performed all of the duties and obligations required to be performed by MPI on or prior to the Conversion Date, pursuant to the provisions of this Conversion Agreement, the Ancillary Agreements (as defined below) or in any other document delivered to ORIX FIF in connection herewith. (c) MPI shall cause its legal counsel to duly execute and deliver to ORIX FIF the form of legal opinion letter attached to his Conversion Agreement as Exhibit "F" and incorporated herein by reference ("Legal Opinion"). (d) MPI shall deliver to ORIX FIF copies of certificates of good standing for MPI issued by the California Secretary and of State and the California Franchise Tax Board, dated not more than five (5) days prior to the Conversion Date. (e) MPI shall deliver to ORIX FIF the stock certificate representing Four One Million Three Hundred Seventy Three Twenty Two Thousand Five Six Hundred Eighty Four Forty Seven (473,5841,322,647) shares of Series A Preferred Stock issued by MPI to ORIXFIF. (f) MPI shall deliver to ORIX FIF and its legal counsel copies of the following documents: (i) A copy of the Certificate of Amendment and Bylaws of MPI (as amended through the Conversion Date), certified by the Secretary of MPI as true and correct copies thereof as of the Conversion Date. (ii) A copy of the resolutions of the Board of Directors and shareholders of MPI evidencing the amendment to MPI's Amended and Restated Articles of Incorporation providing for the authorization of the Series A Preferred Stock and the approval of this Agreement and the other agreements, documents, and matters contemplated hereby, certified by the Secretary of MPI to be true, complete and correct.

Actions By MPI. (a) MPI shall duly execute and deliver to ORIX Transpac Capital a counterpart copy of the form of Registration Rights Agreement attached to this Conversion Agreement as Exhibit "B" and incorporated herein by reference ("Registration Agreement"). (b) MPI shall duly execute and deliver to Transpac Capital four (4) counterpart copies of the form of First Amendment to Warrant To Purchase Common Stock of MPI attached to this Conversion Agreement as Exhibit "C" and incorporated herein by reference (collectively the "Transpac Warrant Amendments"), one with respect to each of the Warrants to Purchase Common Stock of MPI, dated April 24, 1998 (collectively the "Transpac Warrants"), issued respectively to Transpac Capital, Transpac Holdings, Regional Investment and Natsteel Equity. (c) MPI shall duly execute and deliver to Transpac Capital a counterpart copy of the form of IBM Proceeds Agreement attached to this Conversion Agreement as Exhibit "D" and incorporated herein by reference ("IBM Agreement"). (d) MPI's Chief Executive Officer shall duly execute and deliver to ORIX Transpac the form of Certificate of Chief Executive Officer attached to this Conversion Agreement as Exhibit "E" and incorporated herein by reference ("Certificate of CEO"), certifying the following matters: (i) Any approvals of MPI's shareholders and directors that may be required under any applicable law, in connection with the transactions contemplated by this Conversion Agreement, have been duly obtained and are in full force and effect as of the Conversion Date. (ii) All of the representations and warranties of MPI set forth in this Conversion Agreement,. the Ancillary Agreements Documents (as defined below) or in any other document delivered to ORIX the Investor Group in connection herewith, are true, accurate, complete, and not misleading in any material respect as of the Conversion Date. (iii) MPI has performed all of the duties and obligations required to be performed by MPI on or prior to the Conversion Date, pursuant to the provisions of this Conversion Agreement, the Ancillary Agreements Documents (as defined below) or in any other document delivered to ORIX the Investor Group in connection herewith. (ce) MPI shall cause its legal counsel to duly execute and deliver to ORIX Transpac the form of legal opinion letter attached to his Conversion Agreement as Exhibit "F" and incorporated herein by reference ("Legal Opinion"). (df) MPI shall deliver to ORIX Transpac copies of certificates of good standing for MPI issued by the California Secretary and State and the California Franchise Tax Board, dated not more than five (5) days prior to the Conversion Date. (eg) MPI shall deliver to ORIX the Transpac stock certificate certificates representing Four Hundred Seventy Three Thousand Five Hundred Eighty Four (473,584) shares of Series A Preferred Stock issued by MPI to ORIXthe Investor Group in the following names and numbers of shares: (i) Transpac Capital Pte Ltd, One Million Six Hundred Twenty Four Thousand Eight Hundred Twenty Two (1,624,822); (ii) Transpac Industrial Holdings Ltd, One Million Five Hundred Ninety Nine Thousand Six Hundred Thirty Two (1,599,632); (iii) Regional Investment Company Ltd, Four Hundred Forty Thousand Eight Hundred Forty Three (440,843); (iv) Natsteel Equity III Pte Ltd, Three Hundred Sixty Six Thousand Five Hundred Twenty Nine (366,529). (fh) MPI shall deliver to ORIX Transpac and its legal counsel copies of the following documents: (i) A copy of the Certificate of Amendment and Bylaws of MPI (as amended through the Conversion Date), certified by the Secretary of MPI as true and correct copies thereof as of the Conversion Date. (ii) A copy of the resolutions of the Board of Directors and shareholders of MPI evidencing the amendment to MPI's Amended and Restated Articles of Incorporation providing for the authorization of the Series A Preferred Stock and the approval of this Agreement and the other agreements, documents, and matters contemplated hereby, certified by the Secretary of MPI to be true, complete and correct.

Actions By MPI. (a) MPI shall duly execute and deliver to ORIX Samsung Corning a counterpart copy of the form of Registration Rights Agreement attached to this Conversion Agreement as Exhibit "B" and incorporated herein by reference ("Registration Agreement"). (b) MPI's Chief Executive Officer shall duly execute and deliver to ORIX Samsung Corning the form of Certificate of Chief Executive Officer attached to this Conversion Agreement as Exhibit "E" and incorporated herein by reference ("Certificate of CEO"), certifying the following matters: (i) Any approvals of MPI's shareholders and directors that may be required under any applicable law, in connection with the transactions contemplated by this Conversion Agreement, have been duly obtained and are in full force and effect as of the Conversion Date. (ii) All of the representations and warranties of MPI set forth in this Conversion Agreement,. , the Ancillary Agreements (as defined below) or in any other document delivered to ORIX Samsung Corning in connection herewith, are true, accurate, complete, and not misleading in any material respect as of the Conversion Date. (iii) MPI has performed all of the duties and obligations required to be performed by MPI on or prior to the Conversion Date, pursuant to the provisions of this Conversion Agreement, the Ancillary Agreements (as defined below) or in any other document delivered to ORIX Samsung Corning in connection herewith. (c) MPI shall cause its legal counsel to duly execute and deliver to ORIX Samsung Corning the form of legal opinion letter attached to his Conversion Agreement as Exhibit "F" and incorporated herein by reference ("Legal Opinion"). (d) MPI shall deliver to ORIX Samsung Corning copies of certificates of good standing for MPI issued by the California Secretary and State and the California Franchise Tax Board, dated not more than five (5) days prior to the Conversion Date. (e) MPI shall deliver to ORIX Samsung Corning the stock certificate representing Four One Hundred Eighty Three Thousand Two Hundred Seventy Three Thousand Five Hundred Eighty Four (473,584183,275) shares of Series A Preferred Stock issued by MPI to ORIXSamsung Corning. (f) MPI shall deliver to ORIX Samsung Corning and its legal counsel copies of the following documents: (i) A copy of the Certificate of Amendment and Bylaws of MPI (as amended through the Conversion Date), certified by the Secretary of MPI as true and correct copies thereof as of the Conversion Date. (ii) A copy of the resolutions of the Board of Directors and shareholders of MPI evidencing the amendment to MPI's Amended and Restated Articles of Incorporation providing for the authorization of the Series A Preferred Stock and the approval of this Agreement and the other agreements, documents, and matters contemplated hereby, certified by the Secretary of MPI to be true, complete and correct.

Actions By MPI. (a) MPI shall duly execute and deliver to ORIX Transpac Capital a counterpart copy of the form of Registration Rights Agreement attached to this Conversion Agreement as Exhibit "B" and incorporated herein by reference ("Registration Agreement"). (b) MPI shall duly execute and deliver to Transpac Capital four (4) counterpart copies of the form of First Amendment to Warrant To Purchase Common Stock of MPI attached to this Conversion Agreement as Exhibit "C" and incorporated herein by reference (collectively the "Transpac Warrant Amendments"), one with respect to each of the Warrants to Purchase Common Stock of MPI, dated April 24, 1998 (collectively the "Transpac Warrants"), issued respectively to Transpac Capital, Transpac Holdings, Regional Investment and Natsteel Equity. (c) MPI shall duly execute and deliver to Transpac Capital a counterpart copy of the form of IBM Proceeds Agreement attached to this Conversion Agreement as Exhibit "D" and incorporated herein by reference ("IBM Agreement"). (d) MPI's Chief Executive Officer shall duly execute and deliver to ORIX Transpac the form of Certificate of Chief Executive Officer attached to this Conversion Agreement as Exhibit "E" and incorporated herein by reference ("Certificate of CEO"), certifying the following matters: (i) Any approvals of MPI's shareholders and directors that may be required under any applicable law, in connection with the transactions contemplated by this Conversion Agreement, have been duly obtained and are in full force and effect as of the Conversion Date. (ii) All of the representations and warranties of MPI set forth in this Conversion Agreement,. the Ancillary Agreements (as defined below) or in any other document delivered to ORIX the Investor Group in connection herewith, are true, accurate, complete, and not misleading in any material respect as of the Conversion Date. (iii) MPI has performed all of the duties and obligations required to be performed by MPI on or prior to the Conversion Date, pursuant to the provisions of this Conversion Agreement, the Ancillary Agreements (as defined below) or in any other document delivered to ORIX the Investor Group in connection herewith. (ce) MPI shall cause its legal counsel to duly execute and deliver to ORIX Transpac the form of legal opinion letter attached to his Conversion Agreement as Exhibit "F" and incorporated herein by reference ("Legal Opinion"). (df) MPI shall deliver to ORIX Transpac copies of certificates of good standing for MPI issued by the California Secretary and of State and the California Franchise Tax Board, dated not more than five (5) days prior to the Conversion Date. (eg) MPI shall deliver to ORIX the Transpac stock certificate certificates representing Four Hundred Seventy Three Thousand Five Hundred Eighty Four (473,584) shares of Series A Preferred Stock issued by MPI to ORIX.the Investor Group in the following names and numbers of shares: (fi) Transpac Capital Pte Ltd, 1,624,822 (ii) Transpac Industrial Holdings Ltd, 1,599,632 (iii) Regional Investment Company Ltd, 440,843 (iv) Natsteel Equity III Pte Ltd, 366,529 (h) MPI shall deliver to ORIX Transpac and its legal counsel copies of the following documents: (i) A copy of the Certificate of Amendment and Bylaws of MPI (as amended through the Conversion Date), certified by the Secretary of MPI as true and correct copies thereof as of the Conversion Date. (ii) A copy of the resolutions of the Board of Directors and shareholders of MPI evidencing the amendment to MPI's Amended and Restated Articles of Incorporation providing for the authorization of the Series A Preferred Stock and the approval of this Agreement and the other agreements, documents, and matters contemplated hereby, certified by the Secretary of MPI to be true, complete and correct.

Actions By MPI. (a) MPI shall duly execute and deliver to ORIX TI a counterpart copy of the form of Registration Rights Agreement attached to this Conversion Agreement as Exhibit "B" and incorporated herein by reference ("Registration Agreement"). (b) MPI's Chief Executive Officer shall duly execute and deliver to ORIX TI the form of Certificate of Chief Executive Officer attached to this Conversion Agreement as Exhibit "E" and incorporated herein by reference ("Certificate of CEO"), certifying the following matters: (i) Any approvals of MPI's shareholders and directors that may be required under any applicable law, in connection with the transactions contemplated by this Conversion Agreement, have been duly obtained and are in full force and effect as of the Conversion Date. (ii) All of the representations and warranties of MPI set forth in this Conversion Agreement,. the Ancillary Agreements (as defined below) or in any other document delivered to ORIX TI in connection herewith, are true, accurate, complete, and not misleading in any material respect as of the Conversion Date. (iii) MPI has performed all of the duties and obligations required to be performed by MPI on or prior to the Conversion Date, pursuant to the provisions of this Conversion Agreement, the Ancillary Agreements (as defined below) or in any other document delivered to ORIX TI in connection herewith. (c) MPI shall cause its legal counsel to duly execute and deliver to ORIX TI the form of legal opinion letter attached to his Conversion Agreement as Exhibit "F" and incorporated herein by reference ("Legal Opinion"). (d) MPI shall deliver to ORIX TI copies of certificates of good standing for MPI issued by the California Secretary and of State and the California Franchise Tax Board, dated not more than five (5) days prior to the Conversion Date. (e) MPI shall deliver to ORIX TI the stock certificate representing Four Hundred Seventy Three One Million Fifty Six Thousand Five Hundred Eighty Four Twenty Seven (473,5841,056,027) shares of Series A Preferred Stock issued by MPI to ORIXTI. (f) MPI shall deliver to ORIX TI and its legal counsel copies of the following documents: (i) A copy of the Certificate of Amendment and Bylaws of MPI (as amended through the Conversion Date), certified by the Secretary of MPI as true and correct copies thereof as of the Conversion Date. (ii) A copy of the resolutions of the Board of Directors and shareholders of MPI evidencing the amendment to MPI's Amended and Restated Articles of Incorporation providing for the authorization of the Series A Preferred Stock and the approval of this Agreement and the other agreements, documents, and matters contemplated hereby, certified by the Secretary of MPI to be true, complete and correct.

Actions By MPI. (a) MPI shall duly execute and deliver to ORIX Motorola a counterpart copy of the form of Registration Rights Agreement attached to this Conversion Agreement as Exhibit "B" and incorporated herein by reference ("Registration Agreement"). (b) MPI's Chief Executive Officer shall duly execute and deliver to ORIX Motorola the form of Certificate of Chief Executive Officer attached to this Conversion Agreement as Exhibit "E" and incorporated herein by reference ("Certificate of CEO"), certifying the following matters: (i) Any approvals of MPI's shareholders and directors that may be required under any applicable law, in connection with the transactions contemplated by this Conversion Agreement, have been duly obtained and are in full force and effect as of the Conversion Date. (ii) All of the representations and warranties of MPI set forth in this Conversion Agreement,. the Ancillary Agreements Documents (as defined below) or in any other document delivered to ORIX Motorola in connection herewith, are true, accurate, complete, and not misleading in any material respect as of the Conversion Date. (iii) MPI has performed all of the duties and obligations required to be performed by MPI on or prior to the Conversion Date, pursuant to the provisions of this Conversion Agreement, the Ancillary Agreements Documents (as defined below) or in any other document delivered to ORIX Motorola in connection herewith. (c) MPI shall cause its legal counsel to duly execute and deliver to ORIX Motorola the form of legal opinion letter attached to his Conversion Agreement as Exhibit "F" and incorporated herein by reference ("Legal Opinion"). (d) MPI shall deliver to ORIX Motorola copies of certificates of good standing for MPI issued by the California Secretary and State and the California Franchise Tax Board, dated not more than five (5) days prior to the Conversion Date. (e) MPI shall deliver to ORIX Motorola the stock certificate representing Four Eight Hundred Seventy Three Sixty Nine Thousand Five Nine Hundred Eighty Four Thirty Two (473,584869,932) shares of Series A Preferred Stock issued by MPI to ORIXMotorola. (f) MPI shall deliver to ORIX Motorola and its legal counsel copies of the following documents: (i) A copy of the Certificate of Amendment and Bylaws of MPI (as amended through the Conversion Date), certified by the Secretary of MPI as true and correct copies thereof as of the Conversion Date. (ii) A copy of the resolutions of the Board of Directors and shareholders of MPI evidencing the amendment to MPI's Amended and Restated Articles of Incorporation providing for the authorization of the Series A Preferred Stock and the approval of this Agreement and the other agreements, documents, and matters contemplated hereby, certified by the Secretary of MPI to be true, complete and correct.