Common use of Authority; Due Execution Clause in Contracts

Authority; Due Execution. (i) The Company has the requisite company power and authority to approve, execute, and deliver this Agreement and to perform its obligations under this Agreement and consummate the transactions contemplated hereby, including, but not limited to, any Post-Merger Acquisition (“Related Transactions”). The execution, delivery, and performance of this Agreement by the Company and the consummation by Company of the Related Transactions have been duly and validly authorized by all necessary company action in respect thereof on the part of Company. This Agreement has been duly executed and delivered by the Company and, assuming due and valid authorization, execution, and delivery hereof by Kingfish, this Agreement is a valid and binding obligation of the Company enforceable against it in accordance with its terms (subject to applicable bankruptcy, insolvency, reorganization, moratorium, or similar Laws affecting creditors’ rights generally and except that the availability of the equitable remedy of specific performance and injunctive relief is subject to the discretion of the court before which any proceedings may be brought (the “Bankruptcy and Equity Exceptions”)). (ii) Each Company Owner (A) has full legal capacity to execute and deliver this Agreement and to consummate each of Related Transactions contemplated hereby and thereby to which such Company Owner is or will be a party, including, but not limited to, any Post-Merger Acquisition and to perform his or her obligations hereunder and thereunder, (B) does not need the permission or approval of any third party, to enter into and to perform this Agreement or any of the Related Transactions, and (C) has either sought independent legal advice with respect thereto, or has waived his or her right to do so. Each Company Owner has taken appropriate company action under the Florida Revised Limited Liability Company Act (the “LLC Act”) to approve, adopt, and ratify this Agreement and each of Related Transactions on behalf of the Company in all respects and to authorize, empower and direct the Company to execute and deliver this Agreement on behalf of the Company.

Authority; Due Execution. (ia) The Company has all of the requisite company corporate power and authority to approve, execute, execute and deliver this Agreement Second Amended and Restated Amendment and each of the Amended and Restated Convertible Notes (this Second Amended and Restated Amendment and all of the Amended and Restated Convertible Notes are referred to collectively as, the "Loan Documents"), and to carry out and perform its obligations under this Agreement the Loan Documents, and to consummate the transactions contemplated hereby, including, but not limited to, any Post-Merger Acquisition (“Related Transactions”)thereby. The execution, delivery, and performance of this Agreement by the Company of the Loan Documents, including the delivery of each of the Amended and Restated Convertible Notes and the reservation of Common Stock issuable upon conversion of all of the Amended and Restated Convertible Notes (the "Conversion Shares"), and the consummation by Company of the Related Transactions have transactions contemplated thereby, has been duly and validly authorized by all necessary company corporate action in respect thereof on the part of the Company. This Agreement has The Loan Documents have been duly executed and delivered by the Company and, assuming due and valid authorization, executionexecution and delivery by the Investor, of each of the Loan Documents will constitute legal, valid, and delivery hereof by Kingfish, this Agreement is a valid and binding obligation obligations of the Company Company, enforceable against it in accordance with its their respective terms (subject except to the extent enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratoriummoratoriums, or similar Laws affecting creditors’ ' rights and remedies generally and except that the availability of the equitable remedy of specific performance and injunctive relief is subject to the discretion of the court before which any proceedings may be brought (the “"Bankruptcy and Equity Exceptions”)"). (iib) Each The Board of Directors of the Company Owner (Athe "Board of Directors" or the "Board") has full legal capacity determined that this Second Amended and Restated Amendment, the Loan transactions which are the subject of this this Second Amended and Restated Amendment, and the Amended and Restated Convertible Notes are fair to execute and deliver this Agreement and to consummate each of Related Transactions contemplated hereby and thereby to which such Company Owner is or will be a party, including, but not limited to, any Post-Merger Acquisition and to perform his or her obligations hereunder and thereunder, (B) does not need in the permission or approval of any third party, to enter into and to perform this Agreement or any best interests of the Related TransactionsCompany and its stockholders and have approved and adopted this Second Amended and Restated Amendment, and (C) has either sought independent legal advice with respect theretothe Loan transactions, or has waived his or her right to do so. Each Company Owner has taken appropriate company action under the Florida Revised Limited Liability Company Act (the “LLC Act”) to approve, adopt, and ratify this Agreement and each of Related Transactions on behalf of the Company in all respects Amended and to authorize, empower and direct the Company to execute and deliver this Agreement on behalf of the CompanyRestated Convertible Notes.

Authority; Due Execution. (ia) The Company GWC has the requisite company all necessary corporate power and authority to approve, execute, execute and deliver this Agreement, the Registration Rights Agreement and the Lease and to perform its obligations under this Agreement and consummate the transactions contemplated hereby, including, but not limited to, any Post-Merger Acquisition (“Related Transactions”)hereby and thereby. The execution, delivery, execution and performance delivery of this Agreement, the Registration Rights Agreement and the Lease by the Company GWC and the consummation by Company GWC of the Related Transactions transactions contemplated hereby and thereby have been duly and validly authorized by all necessary company corporate action in respect thereof and no other proceedings on the part of CompanyGWC are necessary to authorize this Agreement, the Registration Rights Agreement or the Lease or consummate the transactions contemplated hereby and thereby. This Each of this Agreement, the Registration Rights Agreement and the Lease has been duly and validly executed and delivered by the Company GWC and, assuming the due and valid authorization, execution, execution and delivery hereof and thereof by Kingfishthe other parties thereto, this Agreement is constitutes a valid and binding obligation of the Company GWC, enforceable against it GWC in accordance with its terms (terms, subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium, moratorium or similar Laws other laws of general applicability relating to or affecting creditors’ ' rights generally and except that the availability of the equitable remedy of specific performance and injunctive relief is subject to the discretion of the court before which any proceedings may be brought (the “Bankruptcy and Equity Exceptions”))general equity principles. (iib) Each Company Owner (A) Rystan has full legal capacity all necessary corporate and shareholder power and authority to execute and deliver this Agreement and to consummate each the transactions contemplated hereby. The execution and delivery of Related Transactions this Agreement by Rystan and the consummation by Rystan of the transactions contemplated hereby have been duly and thereby validly authorized by all necessary corporate and shareholder action and no other proceedings on the part of Rystan or its shareholder are necessary to which such Company Owner is or will be a party, including, but not limited to, any Post-Merger Acquisition and to perform his or her obligations hereunder and thereunder, (B) does not need the permission or approval of any third party, to enter into and to perform authorize this Agreement or any of consummate the Related Transactionstransactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Rystan and, assuming the due authorization, execution and (C) has either sought independent legal advice with respect delivery hereof by the other parties thereto, constitutes a valid and binding obligation of Rystan, enforceable against Rystan in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or has waived his other laws of general applicability relating to or her right to do so. Each Company Owner has taken appropriate company action under the Florida Revised Limited Liability Company Act (the “LLC Act”) to approve, adopt, and ratify this Agreement and each of Related Transactions on behalf of the Company in all respects affecting creditors' rights and to authorize, empower and direct the Company to execute and deliver this Agreement on behalf of the Companygeneral equity principles.

Authority; Due Execution. (ia) The Company has all of the requisite company corporate power and authority to approve, execute, execute and deliver this Agreement First Amended and Restated Amendment and the Amended and Restated Convertible Note (this First Amended and Restated Amendment and the Amended and Restated Convertible Notes are referred to collectively, as the "Loan Documents"), and to carry out and perform its obligations under this Agreement the Loan Documents, and to consummate the transactions contemplated hereby, including, but not limited to, any Post-Merger Acquisition (“Related Transactions”)thereby. The execution, delivery, and performance of this Agreement by the Company of the Loan Documents, including the delivery of the Amended and Restated Convertible Notes and the reservation of Common Stock issuable upon conversion of the Amended and Restated Convertible Note (the "Conversion Shares"), and the consummation by Company of the Related Transactions have transactions contemplated thereby, has been duly and validly authorized by all necessary company corporate action in respect thereof on the part of the Company. This Agreement has The Loan Documents have been duly executed and delivered by the Company and, assuming due and valid authorization, executionexecution and delivery by the Investor, of each of the Loan Documents will constitute legal, valid, and delivery hereof by Kingfish, this Agreement is a valid and binding obligation obligations of the Company Company, enforceable against it in accordance with its their respective terms (subject except to the extent enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratoriummoratoriums, or similar Laws affecting creditors’ ' rights and remedies generally and except that the availability of the equitable remedy of specific performance and injunctive relief is subject to the discretion of the court before which any proceedings may be brought (the “"Bankruptcy and Equity Exceptions”)"). (iib) Each The Board of Directors of the Company Owner (Athe "Board of Directors" or the "Board") has full legal capacity determined that this First Amended and Restated Amendment, the Loan transaction which is the subject of this this First Amended and Restated Amendment, and the Amended and Restated Convertible Note are fair to execute and deliver this Agreement and to consummate each of Related Transactions contemplated hereby and thereby to which such Company Owner is or will be a party, including, but not limited to, any Post-Merger Acquisition and to perform his or her obligations hereunder and thereunder, (B) does not need in the permission or approval of any third party, to enter into and to perform this Agreement or any best interests of the Related TransactionsCompany and its stockholders and have approved and adopted this First Amended and Restated Amendment, and (C) has either sought independent legal advice with respect theretothe Loan transactions, or has waived his or her right to do so. Each Company Owner has taken appropriate company action under the Florida Revised Limited Liability Company Act (the “LLC Act”) to approve, adopt, and ratify this Agreement and each of Related Transactions on behalf of the Company in all respects Amended and to authorize, empower and direct the Company to execute and deliver this Agreement on behalf of the CompanyRestated Convertible Note.

Authority; Due Execution. (ia) The Company Integra has the requisite company all necessary corporate power and authority to approve, execute, execute and deliver this Agreement, the Registration Rights Agreement and the Integra Warrants and to perform its obligations under this Agreement and consummate the transactions contemplated hereby, including, but not limited to, any Post-Merger Acquisition (“Related Transactions”)hereby and thereby. The execution, delivery, execution and performance delivery of this Agreement, the Registration Rights Agreement and the Integra Warrants by the Company Integra and the consummation by Company Integra of the Related Transactions transactions contemplated hereby and thereby have been duly and validly authorized by all necessary company corporate action in respect thereof and no other proceedings on the part of CompanyIntegra are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Each of this Agreement, the Registration Rights Agreement and the Integra Warrants has been duly and validly executed and delivered by the Company Integra and, assuming the due and valid authorization, execution, execution and delivery hereof and thereof by Kingfishthe other parties thereto, this Agreement is if any, constitutes a valid and binding obligation of the Company Integra, enforceable against it Integra in accordance with its terms (terms, subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium, moratorium and other laws of general applicability relating to or similar Laws affecting creditors’ ' rights generally and except that the availability of the equitable remedy of specific performance and injunctive relief is subject to the discretion of the court before which any proceedings may be brought (the “Bankruptcy and Equity Exceptions”))general equity principles. (iib) Each Company Owner (A) Merger Sub has full legal capacity all necessary corporate and shareholder power and authority to execute and deliver this Agreement and to consummate each the transactions contemplated hereby. The execution and delivery of Related Transactions this Agreement by Merger Sub and the consummation by Merger Sub of the transactions contemplated hereby have been duly and thereby validly authorized by all necessary corporate and shareholder action and no other proceedings on the part of Merger Sub or its shareholder are necessary to which such Company Owner is or will be a party, including, but not limited to, any Post-Merger Acquisition and to perform his or her obligations hereunder and thereunder, (B) does not need the permission or approval of any third party, to enter into and to perform authorize this Agreement or any to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Merger Sub and, assuming the due authorization, execution and delivery thereof by the other parties hereto, constitutes a valid and binding obligation of the Related TransactionsMerger Sub, enforceable against Merger Sub in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and (C) has either sought independent legal advice with respect thereto, other laws of general applicability relating to or has waived his or her right to do so. Each Company Owner has taken appropriate company action under the Florida Revised Limited Liability Company Act (the “LLC Act”) to approve, adopt, and ratify this Agreement and each of Related Transactions on behalf of the Company in all respects affecting creditors' rights and to authorize, empower general equity principles. (c) The Surviving Corporation has all necessary corporate power and direct the Company authority to execute and deliver this Agreement on behalf the Lease and to consummate the transactions contemplated thereby. The execution and delivery of the CompanyLease by the Surviving Corporation and the consummation by the Surviving Corporation of the transactions contemplated thereby have been duly and validly authorized by all necessary corporate action and no other corporate proceedings on the part of the Surviving Corporation are necessary to authorize the Lease or to consummate the transactions contemplated thereby. The Lease has been duly and validly executed and delivered by the Surviving Corporation and, assuming the due authorization, execution and delivery thereof by GWC, constitutes a valid and binding obligation of the Surviving Corporation, enforceable against the Surviving Corporation in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws of general applicability relating to or affecting creditors' rights and to general equity principles.

Authority; Due Execution. (ia) The Company has all of the requisite company corporate power and authority to approve, execute, execute and deliver this Agreement First Amended and Restated Amendment and each of the Amended and Restated Convertible Notes (this First Amended and Restated Amendment and all of the Amended and Restated Convertible Notes are referred to collectively as, the "Loan Documents"), and to carry out and perform its obligations under this Agreement the Loan Documents, and to consummate the transactions contemplated hereby, including, but not limited to, any Post-Merger Acquisition (“Related Transactions”)thereby. The execution, delivery, and performance of this Agreement by the Company of the Loan Documents, including the delivery of each of the Amended and Restated Convertible Notes and the reservation of Common Stock issuable upon conversion of all of the Amended and Restated Convertible Notes (the "Conversion Shares"), and the consummation by Company of the Related Transactions have transactions contemplated thereby, has been duly and validly authorized by all necessary company corporate action in respect thereof on the part of the Company. This Agreement has The Loan Documents have been duly executed and delivered by the Company and, assuming due and valid authorization, executionexecution and delivery by the Investor, of each of the Loan Documents will constitute legal, valid, and delivery hereof by Kingfish, this Agreement is a valid and binding obligation obligations of the Company Company, enforceable against it in accordance with its their respective terms (subject except to the extent enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratoriummoratoriums, or similar Laws affecting creditors’ ' rights and remedies generally and except that the availability of the equitable remedy of specific performance and injunctive relief is subject to the discretion of the court before which any proceedings may be brought (the “"Bankruptcy and Equity Exceptions”)"). (iib) Each The Board of Directors of the Company Owner (Athe "Board of Directors" or the "Board") has full legal capacity determined that this First Amended and Restated Amendment, the Loan transactions which are the subject of this this First Amended and Restated Amendment, and the Amended and Restated Convertible Notes are fair to execute and deliver this Agreement and to consummate each of Related Transactions contemplated hereby and thereby to which such Company Owner is or will be a party, including, but not limited to, any Post-Merger Acquisition and to perform his or her obligations hereunder and thereunder, (B) does not need in the permission or approval of any third party, to enter into and to perform this Agreement or any best interests of the Related TransactionsCompany and its stockholders and have approved and adopted this First Amended and Restated Amendment, and (C) has either sought independent legal advice with respect theretothe Loan transactions, or has waived his or her right to do so. Each Company Owner has taken appropriate company action under the Florida Revised Limited Liability Company Act (the “LLC Act”) to approve, adopt, and ratify this Agreement and each of Related Transactions on behalf of the Company in all respects Amended and to authorize, empower and direct the Company to execute and deliver this Agreement on behalf of the CompanyRestated Convertible Notes.

Authority; Due Execution. (ia) The Company has the requisite company corporate power and authority to approve, execute, execute and deliver this Agreement and, subject to the requisite approval and adoption of this Agreement by the holders of the issued and outstanding Company Common Stock with respect to the Merger, to perform its obligations under this Agreement and consummate the transactions contemplated hereby, Transactions (including, but not limited to, any Post-Merger Acquisition (“Related Transactions”the Merger). The execution, delivery, and performance of this Agreement by the Company and the consummation by Company of the Related Transactions have been duly and validly authorized by all necessary company corporate action in respect thereof on the part of Company, subject in the case of the consummation of the Merger to the approval and adoption of this Agreement with respect to the Merger by the requisite holders of the outstanding shares of Company Common Stock. The affirmative vote of the holders of a majority of the shares of the Company Common Stock is the only vote of the holders of any class or series of the Company’s capital stock necessary to approve the Merger and adopt this Agreement (“Requisite Company Vote”). Except for the Requisite Company Vote, no other corporate action is required on the part of the Company to authorize the consummation of the Merger or any other Transaction. This Agreement has been duly executed and delivered by the Company and, assuming due and valid authorization, execution, and delivery hereof by Kingfishthe Purchaser, this Agreement is a valid and binding obligation of the Company enforceable against it in accordance with its terms (subject to applicable bankruptcy, insolvency, reorganization, moratorium, or similar Laws affecting creditors’ rights generally and except that the availability of the equitable remedy of specific performance and injunctive relief is subject to the discretion of the court before which any proceedings may be brought (the “Bankruptcy and Equity Exceptions”)). (iib) Each The Company Owner Board, by unanimous written consent and, as of the hereof, not subsequently rescinded or modified in any way, has, as of the date hereof (Ai) has full legal capacity to execute and deliver determined that this Agreement and to consummate each of Related Transactions contemplated hereby the Transactions, including the Merger, are advisable and thereby to which such Company Owner is or will be a party, including, but not limited fair to, any Post-Merger Acquisition and to perform his or her obligations hereunder in the best interests of, the Company and thereunderits stockholders, (Bii) does not need duly and validly approved and taken all corporate action required to be taken by the permission or approval of any third partyCompany Board to authorize this Agreement, to enter into the Merger, and to perform this Agreement or any the consummation of the Related Transactions, and (Ciii) has either sought independent legal advice with respect thereto, or has waived his or her right resolved to do so. Each recommend that the holders of the Company Owner has taken appropriate company action under the Florida Revised Limited Liability Company Act (the “LLC Act”) to approve, adopt, and ratify Common Stock adopt this Agreement and each of Related Transactions on behalf the Merger (collectively, the “Company Board Recommendation”) and (iv) directed that the Agreement and Merger contained in be submitted to the holders of the Company in all respects Common Stock for approval and to authorize, empower and direct the Company to execute and deliver this Agreement on behalf of the Companyadoption.