Common use of Authorization; Binding Effect Clause in Contracts

Authorization; Binding Effect. (a) Seller has all requisite corporate power and authority to execute and deliver this Purchase Agreement and the Collateral Agreements to which it will be a party and to effect the transactions contemplated hereby and thereby, and the execution, delivery and performance of this Purchase Agreement and the Collateral Agreements to which it will be a party have been duly authorized by all requisite corporate action. Each Seller Subsidiary that has title to any Purchased Asset or an obligation that is an Assumed Liability has all requisite power and authority to execute and deliver the Collateral Agreements to which it will be a party and to effect the transactions contemplated thereby, and the execution, delivery and performance of the Collateral Agreements to which it will be a party will be as of the Closing Date (or at the time of any Subsequent Closing, as applicable) duly authorized by all requisite action. (b) This Purchase Agreement has been duly executed and delivered by Seller and this Purchase Agreement is, and the Collateral Agreements to which Seller and each Seller Subsidiary will be a party, when duly executed and delivered by Seller or such Seller Subsidiary, will be, valid and legally binding obligations of Seller or such Seller Subsidiary, enforceable against Seller or such Seller Subsidiary, as applicable, in accordance with their respective terms, assuming, in each case, the due execution and delivery by the other party or parties thereto.

Authorization; Binding Effect. (a) Each Seller has all requisite corporate company power and authority to execute and deliver this Purchase Agreement and the Collateral Agreements each Transaction Agreement to which it is or will be a party and to effect the transactions contemplated hereby and thereby. The execution, delivery and performance by each Seller of this Agreement and each Transaction Agreement to which it is or will be a party and the consummation by Sellers of the transactions contemplated hereby and thereby have been duly and validly approved by each Seller’s Board of Directors, and, with respect to CRA and CCI, such number of its equity holders as is required by Texas law and CRA’s Certificate of Formation to authorize performance of this Agreement and the Transaction Agreements, and no other company actions or proceedings on the part of a Seller, a Seller’s equity holders or any Affiliate of a Seller are necessary to authorize the execution, delivery and performance by Sellers of this Purchase Agreement and or the Collateral Transaction Agreements to which it any such Seller is or will be a party have been duly authorized by all requisite corporate action. Each Seller Subsidiary that has title to any Purchased Asset or an obligation that is an Assumed Liability has all requisite power and authority to execute and deliver the Collateral Agreements to which it will be a party and to effect the transactions contemplated hereby and thereby, and the execution, delivery and performance of the Collateral Agreements to which it will be a party will be as of the Closing Date (or at the time of any Subsequent Closing, as applicable) duly authorized by all requisite action. (b) This Purchase Each Seller has duly and validly executed and delivered this Agreement. When this Agreement has and each of the Transaction Agreements have been duly executed and delivered by such Seller (assuming due execution by Buyer and any party to such agreements other than Seller), this Purchase Agreement is, and the Collateral Agreements to which Seller and each Seller Subsidiary such Transaction Agreement will be a party, when duly executed and delivered by Seller or such Seller Subsidiary, will be, constitute valid and legally binding obligations of Seller or such Seller SubsidiarySeller, enforceable against Seller or such Seller Subsidiary, as applicable, in accordance with their respective terms, assumingexcept as such agreements may be subject to bankruptcy, in each caseinsolvency, fraudulent conveyance, reorganization, moratorium and other similar laws and equitable principles relating to or affecting or qualifying the due execution rights of creditors generally and delivery by the other party or parties theretogeneral principles of equity.

Authorization; Binding Effect. (a) The execution and delivery by each of Seller has all requisite corporate power and authority to execute and deliver the Company of this Purchase Agreement and the Collateral Agreements other Transaction Documents to which it will be is a party and to effect the performance of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby, and the execution, delivery and performance of this Purchase Agreement and the Collateral Agreements to which it will be a party thereby have been duly authorized by all requisite corporate actionaction on the part of each of Seller and the Company. No other corporate proceedings on the part of Seller or the Company are required in connection with the execution, delivery and performance by either of such parties of the Transaction Documents to which it is a party or the consummation by either of such parties of the transactions contemplated hereby. This Agreement has been duly executed and delivered by each of Seller and the Company and, assuming due authorization, execution and delivery hereof by Purchaser, this Agreement constitutes a binding obligation of each of Seller and the Company enforceable against each of Seller and the Company in accordance with its terms, except as may be limited by (i) bankruptcy, insolvency, reorganization, moratorium or similar laws relating to creditors rights generally and (ii) general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity). (b) Each Included Subsidiary and each member of the Seller Subsidiary that has title to any Purchased Asset or an obligation Group that is an Assumed Liability a party to a Transaction Document has all requisite corporate or other organizational power and authority to execute and deliver the Collateral Agreements Transaction Documents to which it will be is a party and to effect consummate the transactions contemplated thereby and perform its obligations thereunder. No other corporate proceedings on the part of any Included Subsidiary or member of the Seller Group that is a party to a Transaction Document are necessary to approve and authorize the execution and delivery of the Transaction Documents to which such Included Subsidiary or member of the Seller Group is a party and the consummation of the transactions contemplated thereby, and the execution, delivery and performance . The Transaction Documents to which any Acquired Company or member of the Collateral Agreements to which it will be Seller Group is a party will be as of the Closing Date (or at the time of any Subsequent Closing, as applicable) duly authorized by all requisite action. (b) This Purchase Agreement has have been duly executed and delivered at the Closing by the Acquired Company or member of the Seller Group that is a party thereto and this Purchase Agreement is, and will constitute the Collateral Agreements to which Seller and each Seller Subsidiary will be a party, when duly executed and delivered by Seller or such Seller Subsidiary, will be, valid and legally binding obligations agreements of such Acquired Company or member of the Seller or such Seller SubsidiaryGroup, enforceable against Seller or such Seller Subsidiary, as applicable, in accordance with their respective terms, assumingexcept as may be limited by (i) bankruptcy, insolvency, reorganization, moratorium or other laws relating to creditors rights generally and (ii) general principles of equity (regardless of whether enforceability is considered in each case, the due execution and delivery by the other party a proceeding at law or parties theretoin equity).

Authorization; Binding Effect. (a) Each Seller has all requisite corporate power and authority to execute and deliver this Purchase Agreement and the each Collateral Agreements Agreement to which it will be a party and to effect the transactions contemplated hereby and thereby. Except as set forth on Schedule 3.2, and the execution, delivery and performance by each Seller of this Purchase Agreement and each Collateral Agreement to which it will be a party and the consummation by each Seller of the transactions contemplated hereby and thereby have been duly and validly approved by each Seller's board of directors and, to the extent required by applicable Law or Contract, by any Affiliate of any Seller, and all stockholders or other securityholders of each Seller (and each Affiliate of any Seller) entitled to vote thereon, and no other actions or proceedings on the part of any Seller (or any Affiliates of any Seller or any stockholder or other securityholder of any Seller or any Affiliates of any Seller) are necessary to authorize the execution, delivery and performance by each Seller of this Agreement or the Collateral Agreements to which it will be a party have been duly authorized by all requisite corporate action. Each Seller Subsidiary that has title to any Purchased Asset or an obligation that is an Assumed Liability has all requisite power and authority to execute and deliver the Collateral Agreements to which it will be a party and to effect the transactions contemplated hereby and thereby. (b) Except as set forth on Schedule 3.2, this Agreement has been, and the execution, delivery and performance of the each Collateral Agreements Agreement to which it Sellers will be a party will be as of the be, on or prior to First Stage Closing Date (or at the time of any Subsequent ClosingDate, as applicable) duly authorized by all requisite action. (b) This Purchase Agreement has been duly and validly executed and delivered by Seller and each Seller, as applicable. Assuming due execution by Buyers, this Purchase Agreement is, and the each Collateral Agreements Agreement to which Seller and each Seller Subsidiary Sellers will be a party, when duly executed and delivered by Seller or such Seller Subsidiaryeach applicable Seller, will be, valid and legally binding obligations of Seller or such Seller Subsidiaryeach applicable Seller, enforceable against each applicable Seller or such Seller Subsidiary, as applicable, in accordance with their respective terms, assumingexcept as such agreements may be subject to bankruptcy, in each caseinsolvency, fraudulent conveyance, reorganization, moratorium and other similar laws and equitable principles relating to or affecting or qualifying the due execution rights of creditors generally and delivery by the other party or parties theretogeneral principles of equity.

Authorization; Binding Effect. (ai) Seller has all requisite corporate power and authority to execute execute, deliver and deliver perform this Purchase Agreement and the Collateral Agreements to which it will be a party and to effect the transactions contemplated hereby and thereby, and the execution, delivery and performance of this Purchase Agreement and the Collateral Agreements to which it will be a party have has been duly authorized by all requisite corporate action. . (ii) Each Seller Subsidiary that has title to any Purchased Asset or asset acquired after the date hereof that will be a Purchased Asset or an obligation that is or will be an Assumed Liability has all requisite corporate power and authority to execute execute, deliver and deliver perform the Collateral Agreements to which it will be a party and to effect the transactions contemplated thereby, and the execution, delivery and performance of the Collateral Agreements to which it will be a party will be as of the Closing Date (or at the time of any Subsequent Closing, as applicable) has been duly authorized by all requisite corporate action. (b) This Purchase Agreement has been duly executed and delivered by Seller and this Purchase Agreement is, and the Collateral Agreements to which Seller and each Seller Subsidiary that has title to any asset that is or will be a partyPurchased Asset or any obligation that is or will be an Assumed Liability, will be a party when duly executed and delivered by Seller or such Seller Subsidiary, Subsidiary will be, valid and legally binding obligations of Seller or such Seller Subsidiary, enforceable against Seller or such Seller Subsidiary, as applicable, in accordance with their respective terms, assumingexcept to the extent that enforcement of the rights and remedies created hereby and thereby may be affected by bankruptcy, in each casereorganization, moratorium, insolvency and similar Laws of general application affecting the due execution rights and delivery remedies of creditors and by the other party or parties theretogeneral equity principles.

Authorization; Binding Effect. (a) Seller has all requisite corporate company power and authority to execute and deliver this Purchase Agreement and the each Collateral Agreements Agreement to which it is or will be a party and to effect the transactions contemplated hereby and thereby. The execution, delivery and performance by Seller of this Agreement and each Collateral Agreement to which it is or will be a party and the consummation by Seller of the transactions contemplated hereby and thereby have been duly and validly approved by Seller’s Board of Directors, and such number of its shareholders as is required by Colorado law and Seller’s Articles of Incorporation to authorize performance of this Agreement and the Collateral Agreements, and no other company actions or proceedings on the part of Seller, Seller’s shareholders or any Affiliate of Seller are necessary to authorize the execution, delivery and performance by Seller of this Purchase Agreement and or the Collateral Agreements to which it is or will be a party have been duly authorized by all requisite corporate action. Each Seller Subsidiary that has title to any Purchased Asset or an obligation that is an Assumed Liability has all requisite power and authority to execute and deliver the Collateral Agreements to which it will be a party and to effect the transactions contemplated hereby and thereby, and the execution, delivery and performance of the Collateral Agreements to which it will be a party will be as of the Closing Date (or at the time of any Subsequent Closing, as applicable) duly authorized by all requisite action. (b) This Purchase Seller has duly and validly executed and delivered this Agreement. When this Agreement has and each of the Collateral Agreements have been duly executed and delivered by Seller (assuming due execution by Buyer and any party to such agreements other than Seller), this Purchase Agreement is, and the Collateral Agreements to which Seller and each Seller Subsidiary such Collateral Agreement will be a party, when duly executed and delivered by Seller or such Seller Subsidiary, will be, constitute valid and legally binding obligations of Seller or such Seller SubsidiarySeller, enforceable against Seller or such Seller Subsidiary, as applicable, in accordance with their respective terms, assumingexcept as such agreements may be subject to bankruptcy, in each caseinsolvency, fraudulent conveyance, reorganization, moratorium and other similar laws and equitable principles relating to or affecting or qualifying the due execution rights of creditors generally and delivery by the other party or parties theretogeneral principles of equity.

Authorization; Binding Effect. (a) Seller has all Each Group Company that is a party to any Transaction Agreement, or any agreements contemplated by the Transaction Agreements, has, or will have when executed and delivered, requisite corporate power and authority to execute and deliver this Purchase Agreement and each of the Collateral Agreements other Transaction Agreements, or any agreements contemplated by the Transaction Agreements, to which it such Group Company is or will be a party party, and to effect perform fully its obligations hereunder and thereunder and consummate the transactions contemplated hereby and thereby, and the . The execution, delivery and performance by the Issuer of this Purchase Agreement has been, and by each Group Company of each of the Collateral other Transaction Agreements to which it such Group Company is or will be a party have been duly authorized party, and any agreements contemplated by all requisite corporate action. Each Seller Subsidiary that has title to any Purchased Asset or an obligation that is an Assumed Liability has all requisite power and authority to execute and deliver the Collateral Transaction Agreements to which it such Group Company is or will be a party and to effect the consummation by such Group Company of the transactions contemplated therebyhereby and thereby have been, or will be when executed and delivered, duly and validly authorized by all necessary actions, and no other proceedings or actions on the executionpart of any Group Company are necessary to authorize entering into this Agreement or any other Transaction Agreement executed and delivered concurrently herewith, delivery or any agreements contemplated by the Transaction Agreements executed and performance delivered concurrently herewith, to which any of the Collateral Group Companies is a party or to consummate the transactions contemplated hereby and thereby. Each of this Agreement, the Transaction Agreements and any agreements contemplated by the Transaction Agreements to which it any of the Group Companies are or will be a party has been, or will be as of the Closing Date (or at the time of any Subsequent Closingwhen executed and delivered, as applicable) duly authorized by all requisite action. (b) This Purchase Agreement has been duly executed and delivered by Seller and this Purchase Agreement isthe applicable Group Companies and, and the Collateral Agreements to which Seller and each Seller Subsidiary will be a party, when duly executed and delivered by Seller or such Seller Subsidiary, will be, valid and legally binding obligations of Seller or such Seller Subsidiary, enforceable against Seller or such Seller Subsidiary, as applicable, in accordance with their respective terms, assuming, in each case, assuming the due authorization, execution and delivery by the other party or parties thereto, constitutes a valid and legally binding obligation of each applicable Group Company, enforceable in accordance with its terms and conditions, subject to Laws of general application relating to bankruptcy, insolvency and the relief of debtors and rules of Law governing specific performance, injunctive relief and other equitable remedies (whether considered at Law or in equity) (the “Enforceability Exceptions”).

Authorization; Binding Effect. (a) Each Seller has all requisite corporate power and authority to execute and deliver this Purchase Agreement and the Collateral Agreements to which it will be a party and to effect the transactions contemplated hereby and thereby, and the execution, delivery and performance of this Purchase Agreement and the Collateral Agreements to which it will be a party have been duly authorized by all requisite corporate action. Each Seller Subsidiary that has title to any Purchased Asset or an obligation that is an Assumed Liability has all requisite full power and authority to execute and deliver the Collateral Agreements Transaction Documents to which it will be each is a party and to effect perform its obligations hereunder and thereunder. The Transaction Documents to which each Entity Seller is a party and each Entity Seller’s performance and consummation of the transactions contemplated thereby, therein have been approved and the execution, delivery and performance of the Collateral Agreements to which it will be a party will be as of the Closing Date (or at the time of any Subsequent Closing, as applicable) duly authorized by all requisite action. (b) action of such Entity Seller, and no other Proceedings on the part of such Entity Seller are necessary therefor. This Purchase Agreement has and all of the Transaction Documents to which each Seller is a party have been duly executed and delivered by such Seller and, assuming due authorization, execution and delivery of this Purchase Agreement isand the other Transaction Documents by Buyer, this Agreement and each Transaction Document to which such Seller is a party is the valid and legally binding obligation of such Seller, enforceable in accordance with its terms, subject to applicable bankruptcy, reorganization, insolvency, moratorium and other laws affecting creditors’ rights generally from time to time in effect and limitations on enforcement of equitable remedies. (b) CHI and each Managing Owner have full power and authority to execute and deliver the Transaction Documents to which each is a party and to perform their respective obligations hereunder and thereunder. The Transaction Documents to which CHI and each Managing Owner are a party and CHI’s and each Managing Owner’s performance and consummation of the transactions contemplated therein have been approved and authorized by all requisite action of CHI and such Managing Owner, as applicable, and no other legal proceedings on the Collateral Agreements part of CHI or such Managing Owner are necessary therefor. This Agreement and all of the Transaction Documents to which Seller CHI and each Seller Subsidiary will be Managing Owner are a party, when party have been duly executed and delivered by Seller or CHI and such Seller SubsidiaryManaging Owner and, will beassuming due authorization, execution and delivery of this Agreement and the other Transaction Documents by Buyer, this Agreement and each Transaction Document to which CHI and each Managing Owner are a party is the valid and legally binding obligations obligation of Seller or CHI and such Seller SubsidiaryManaging Owner, enforceable against Seller or such Seller Subsidiary, as applicable, in accordance with their respective its terms, assumingsubject to applicable bankruptcy, reorganization, insolvency, moratorium and other laws affecting creditors’ rights generally from time to time in each case, the due execution effect and delivery by the other party or parties theretolimitations on enforcement of equitable remedies.

Authorization; Binding Effect. (a) Seller The Company and each of its Subsidiaries has all requisite full corporate or limited liability company power and authority to own, lease and operate its assets and properties and carry on its business as presently conducted. (b) The Company has full corporate power and authority to execute and deliver this Purchase Agreement and the Collateral Agreements other documents contemplated hereby to which it will be is a party party, to perform its obligations hereunder and thereunder and to effect consummate the transactions contemplated hereby and thereby, . The execution and delivery by the execution, delivery and performance Company of this Purchase Agreement and the Collateral Agreements other documents contemplated hereby to which it will be is a party party, the performance by the Company of its obligations hereunder and thereunder and the consummation by the Company of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action. Each Seller Subsidiary that has title action and no other proceedings on the Company’s part are necessary to any Purchased Asset or an obligation that is an Assumed Liability has all requisite power and authority to execute and deliver the Collateral Agreements to which it will be a party and to effect the transactions contemplated thereby, and authorize the execution, delivery and or performance of this Agreement or to consummate the Collateral Agreements to which it will be Merger, other than the affirmative vote or consent of a party will be as majority of the Closing Date (issued and outstanding shares of Company Stock and the filing and recordation of the Certificate of Merger. The affirmative vote or at consent of a majority of the time issued and outstanding shares of Company Stock is the only vote or consent of the holders of any Subsequent Closingclass or series of the Company’s capital stock necessary to approve and adopt this Agreement, as applicable) duly authorized by all requisite actionapprove the Merger, and consummate the Merger and the other transactions contemplated hereby. (bc) This Purchase Agreement has and the other documents contemplated hereby to which the Company is a party have been or will be duly executed and delivered by Seller the Company and this Purchase Agreement isconstitute, and the Collateral Agreements to which Seller and each Seller Subsidiary will be a party, or when duly executed and delivered by Seller or such Seller Subsidiarywill constitute, will be, the valid and legally binding obligations obligation of Seller or such Seller Subsidiarythe Company, enforceable against Seller or such Seller Subsidiary, as applicable, in accordance with their respective termsterms and conditions, assumingexcept as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general equitable principles (whether considered in each case, the due execution and delivery by the other party a proceeding at law or parties theretoin equity).

Authorization; Binding Effect. (a) Subject to obtaining board and/or shareholder approval of this Agreement prior to Closing, each Seller has all requisite corporate power and authority to execute and deliver this Purchase Agreement and the each Collateral Agreements Agreement to which it is or will be a party and to effect the transactions contemplated hereby and thereby. The execution, delivery and performance by AFI of this Agreement and each Collateral Agreement to which it is or will be a party and the consummation by AFI of the transactions contemplated hereby and thereby have been duly and validly approved by AFI’s shareholders and board of directors, and no other company actions or proceedings on the part of AFI or any Affiliate of AFI are necessary to authorize the execution, delivery and performance by AFI of this Purchase Agreement and or the Collateral Agreements to which it is or will be a party have been duly authorized by all requisite corporate action. Each Seller Subsidiary that has title to any Purchased Asset or an obligation that is an Assumed Liability has all requisite power and authority to execute and deliver the Collateral Agreements to which it will be a party and to effect the transactions contemplated thereby, hereby and the execution, delivery thereby save and performance except shareholder approval. (b) Sellers have duly and validly executed and delivered this Agreement. When this Agreement and each of the Collateral Agreements to which it Sellers are or will be a party will be as of the Closing Date (or at the time of any Subsequent Closing, as applicable) duly authorized by all requisite action. (b) This Purchase Agreement has Party have been duly executed and delivered by Seller Sellers (assuming due execution by Buyer, Parent and any party to such agreements other than Sellers), this Purchase Agreement is, and the Collateral Agreements to which Seller and each Seller Subsidiary such Collateral Agreement will be a party, when duly executed and delivered by Seller or such Seller Subsidiary, will be, constitute valid and legally binding obligations of Seller or such Seller SubsidiarySellers, enforceable against Seller or such Seller Subsidiary, as applicable, Sellers in accordance with their respective terms, assumingexcept as such agreements may be subject to bankruptcy, in each caseinsolvency, fraudulent conveyance, reorganization, moratorium and other similar laws and equitable principles relating to or affecting or qualifying the due execution rights of creditors generally and delivery by the other party or parties theretogeneral principles of equity.

Authorization; Binding Effect. (a) Subject to obtaining board and/or shareholder approval of this Agreement prior to Closing, each Seller has all requisite corporate power and authority to execute and deliver this Purchase Agreement and the each Collateral Agreements Agreement to which it is or will be a party and to effect the transactions contemplated hereby and thereby. The execution, delivery and performance by Demonsaw of this Agreement and each Collateral Agreement to which it is or will be a party and the consummation by Demonsaw of the transactions contemplated hereby and thereby have been duly and validly approved by Demonsaw’s shareholders and board of directors, and no other company actions or proceedings on the part of Demonsaw or any Affiliate of Demonsaw are necessary to authorize the execution, delivery and performance by Demonsaw of this Purchase Agreement and or the Collateral Agreements to which it is or will be a party have been duly authorized by all requisite corporate action. Each Seller Subsidiary that has title to any Purchased Asset or an obligation that is an Assumed Liability has all requisite power and authority to execute and deliver the Collateral Agreements to which it will be a party and to effect the transactions contemplated thereby, hereby and the execution, delivery thereby save and performance except shareholder approval. (b) Sellers have duly and validly executed and delivered this Agreement. When this Agreement and each of the Collateral Agreements to which it Sellers are or will be a party will be as of the Closing Date (or at the time of any Subsequent Closing, as applicable) duly authorized by all requisite action. (b) This Purchase Agreement has Party have been duly executed and delivered by Seller Sellers (assuming due execution by Buyer, Parent and any party to such agreements other than Sellers), this Purchase Agreement is, and the Collateral Agreements to which Seller and each Seller Subsidiary such Collateral Agreement will be a party, when duly executed and delivered by Seller or such Seller Subsidiary, will be, constitute valid and legally binding obligations of Seller or such Seller SubsidiarySellers, enforceable against Seller or such Seller Subsidiary, as applicable, Sellers in accordance with their respective terms, assumingexcept as such agreements may be subject to bankruptcy, in each caseinsolvency, fraudulent conveyance, reorganization, moratorium and other similar laws and equitable principles relating to or affecting or qualifying the due execution rights of creditors generally and delivery by the other party or parties theretogeneral principles of equity.

Authorization; Binding Effect. (a) Seller has all requisite corporate power The execution, delivery and authority to execute and deliver performance by the Company of this Purchase Agreement and the Collateral Transaction Agreements to which it will be a party at the Initial Closing and to effect the Second Closing, as applicable, and the consummation and performance by the Company of the transactions contemplated hereby and thereby, and the execution, delivery and performance of this Purchase Agreement and the Collateral Agreements to which it will be a party have been duly authorized by all requisite corporate actionnecessary limited liability company action of the Company. Each Seller Subsidiary that has title to any Purchased Asset or an obligation that is an Assumed Liability has all requisite power This Agreement and authority to execute each of the Transaction Agreements executed and deliver delivered by the Collateral Company at the Initial Closing have been, and each of the Transaction Agreements to which it will be a party executed and to effect delivered by the transactions contemplated thereby, and the execution, delivery and performance of the Collateral Agreements to which it will be a party will be as of the Closing Date (or Company at the time of any Subsequent ClosingSecond Closing will be, as applicable) duly authorized by all requisite action. (b) This Purchase Agreement has been duly executed and delivered by Seller and this Purchase Agreement isconstitute, and or in the Collateral case of the Transaction Agreements to which Seller and each Seller Subsidiary be delivered at the Second Closing will be a partyconstitute, when duly executed and delivered by Seller or such Seller Subsidiary, will belegal, valid and legally binding obligations of Seller or such Seller Subsidiarythe Company, enforceable against Seller or such Seller Subsidiary, as applicable, in accordance with their respective terms, assumingexcept as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or affecting the rights of creditors generally and by general equitable principles (regardless of whether such enforceability is considered in each case, a proceeding in equity or at law). All proceedings or actions required to be taken by the due Company relating to the execution and delivery of this Agreement and the Transaction Agreements to be executed and delivered at the Initial Closing and to the consummation and performance of the transactions contemplated hereby and thereby at the Initial Closing (including the issuance and/or sale of the Preferred Units and the Common Units to Purchaser at the Initial Closing to Purchaser) have been taken. All proceedings or actions required to be taken by the other party Company relating to the execution and delivery of the Transaction Agreements to be executed and delivered at the Second Closing and to the consummation and performance of the transactions contemplated hereby and thereby at the Second Closing (including the issuance and/or sale of the Preferred Units and the Common Units at the Second Closing to Purchaser) will be taken prior to the Second Closing. The issuance and/or sale of the Preferred Units and the Common Units to Purchaser is not and will not be subject to any preemptive rights or parties theretorights of first refusal that have not been properly waived or complied with.

Authorization; Binding Effect. (a) Seller Each Seller, the Company and each Affiliate of the Sellers (other than the Company) executing any Ancillary Agreement or that has title to a Transferred Asset or is a party to an Assigned Contract, has all requisite corporate power and authority to execute execute, deliver and perform this Agreement, has all requisite corporate power and authority to execute, deliver this Purchase Agreement and perform the Collateral Ancillary Agreements to which it will be a party and to effect consummate the transactions contemplated hereby and thereby, and the execution, delivery and performance of this Purchase Agreement and the Collateral Agreements to which it will be a party have been duly authorized by all requisite corporate action. Each Seller Subsidiary that has title to any Purchased Asset or an obligation that is an Assumed Liability has all requisite power and authority to execute and deliver the Collateral Ancillary Agreements to which it will be a party and to effect the consummation of the transactions contemplated therebyhereby and thereby have been duly authorized and approved by all requisite corporate action on the part of each Seller, the Company and the execution, delivery and performance of the Collateral Agreements to which it will be a party will be as of the Closing Date (or at the time of any Subsequent Closingeach Affiliate, as applicable) duly authorized by all requisite action. (b) This Purchase Agreement has been duly executed and delivered by each Seller and this Purchase Agreement is, and the Collateral Ancillary Agreements to which Seller and each Seller Subsidiary Seller, the Company or any Affiliate of the Sellers will be a party, party when duly executed and delivered by Seller each Seller, the Company or any such Seller SubsidiaryAffiliate of the Sellers, as applicable, will be, valid and legally binding obligations of Seller each Seller, the Company or any such Seller SubsidiaryAffiliate of the Sellers, enforceable against Seller each Seller, the Company or any such Seller Subsidiary, as applicable, Affiliate of the Sellers in accordance with their respective terms, assumingexcept to the extent that enforcement hereby and thereof may be affected by bankruptcy, in each casereorganization, moratorium, fraudulent transfer, insolvency and similar Laws of general application affecting the due execution rights and delivery remedies of creditors and by general equity principles. (c) The entry into this Agreement and the other party or parties theretoTransactions does not require a vote of the stockholders of Equity Seller under any applicable Law.

Authorization; Binding Effect. (a) Each of Parent and each Seller Party has all requisite the corporate power and authority to execute execute, deliver and deliver perform this Purchase Agreement and the Collateral Agreements to which it will be a party agreements, contracts and documents executed and/or delivered pursuant hereto by Parent and the Seller Parties and to effect perform its obligations hereunder and thereunder. The execution, delivery and performance of this Agreement, the transactions contemplated hereby agreements, contracts and therebydocuments executed and/or delivered pursuant hereto by Parent and the Seller Parties and the consummation of the Transaction have been, and as of the Closing Date will be, duly authorized by all necessary corporate action on the part of Parent and the Seller Parties and no additional authorization (except as contemplated by Section 3.3) on the part of Parent or the Seller Parties is necessary in connection with the execution, delivery and performance of this Purchase Agreement, the agreements, contracts and documents executed and/or delivered pursuant hereto by Parent or the Seller Parties and the consummation of the Transaction. This Agreement and the Collateral Agreements to which it will be a party have been duly authorized agreements, contracts and documents executed and/or delivered pursuant hereto by all requisite corporate action. Each Seller Subsidiary that has title to any Purchased Asset or an obligation that is an Assumed Liability has all requisite power and authority to execute and deliver the Collateral Agreements to which it will be a party and to effect the transactions contemplated thereby, Parent and the executionSeller Parties have been, delivery or in the case of agreements, documents and performance of the Collateral Agreements to which it will be a party will be contracts entered into as of the Closing Date (or at the time of any Subsequent Closingwill have been, as applicable) duly authorized by all requisite action. (b) This Purchase Agreement has been duly executed and delivered by Seller and this Purchase Agreement is, Parent and the Collateral Agreements to which Seller Parties and constitutes, or in the case of agreements, documents and contracts entered into as of the Closing Date will constitute, the legal, valid and binding obligation of Parent and each Seller Subsidiary will be a party, when duly executed and delivered by Seller or such Seller Subsidiary, will be, valid and legally binding obligations of Seller or such Seller SubsidiaryParty, enforceable against Seller or Parent and such Seller Subsidiary, as applicable, Party in accordance with their respective termsterms and conditions, assumingsubject to applicable bankruptcy, in each caseinsolvency, moratorium, reorganization, fraudulent conveyance and other similar Laws of general application affecting the due execution rights of creditors generally and delivery by the other party or parties theretoapplicable rules and principles of equity.

Authorization; Binding Effect. (ai) Seller has all requisite corporate power and authority to execute and deliver this Purchase Agreement and the Collateral Agreements to which it will be a party and to effect the transactions contemplated hereby and thereby, and the execution, delivery and performance of this Purchase Agreement and the Collateral Agreements to which it will be a party have been duly authorized by all requisite corporate action. action and does not require the approval of Seller’s stockholders. (ii) Each Seller Subsidiary that has title to any Purchased Asset or is an obligation that is obligor under an Assumed Liability has all requisite corporate power and authority to execute and deliver the Collateral Agreements to which it will be a party and to effect the transactions contemplated thereby, and the execution, delivery and performance of the Collateral Agreements to which it will be a party will be as of the Closing Date (or at the time of any Subsequent Closing, as applicable) have been duly authorized by all requisite corporate action. (b) This Purchase Agreement has been duly executed and delivered by Seller and this Purchase Agreement is, and the Collateral Agreements to which Seller and each Seller Subsidiary that has title to any Purchased Asset or is an obligor under an Assumed Liability will be a party, when duly executed and delivered by Seller or such Seller Subsidiary, will be, valid and legally binding obligations of Seller or such Seller Subsidiary, enforceable against Seller or such Seller Subsidiary, as applicable, in accordance with their respective termsterms except that the enforcement hereof or thereof may be limited by (i) bankruptcy, assuminginsolvency, reorganization, moratorium or other similar laws now or hereafter in each caseeffect relating to creditors’ rights generally, the due execution and delivery by the other party (ii) general principles of equity (regardless of whether enforceability is considered in a proceeding at law or parties theretoin equity).

Authorization; Binding Effect. (ai) Seller has all requisite corporate power and authority to execute and deliver this Purchase Agreement and the Collateral Agreements to which it will be a party and to effect the transactions contemplated hereby and thereby, thereby and has duly authorized the execution, delivery and performance of this Purchase Agreement and the Collateral Agreements to which it will be a party have been duly authorized by all requisite corporate action. . (ii) Each Seller Subsidiary that has title to any asset reasonably expected to be a Purchased Asset or an obligation that is reasonably expected to be an Assumed Liability has all requisite corporate power and authority to execute and deliver the Collateral Agreements to which it will be a party and to effect the transactions contemplated thereby, thereby and has duly authorized the execution, delivery and performance of the Collateral Agreements to which it will be a party will be as of the Closing Date (or at the time of any Subsequent Closing, as applicable) duly authorized by all requisite corporate action. (b) This Purchase Agreement has been duly executed and delivered by Seller and this Purchase Agreement is, and the Collateral Agreements to which Seller and each Seller Subsidiary that has title to any asset reasonably expected to be a Purchased Asset or an obligation reasonably expected to be an Assumed Liability will be a party, party when duly executed and delivered by Seller or such Seller Subsidiary, Subsidiary will be, valid and legally binding obligations of Seller or such Seller Subsidiary, enforceable against Seller or such Seller Subsidiary, as applicable, in accordance with their respective terms, assumingexcept to the extent that enforcement of the rights and remedies created hereby and thereby may be affected by bankruptcy, in each casereorganization, moratorium, insolvency and similar Laws of general application affecting the due execution rights and delivery remedies of creditors and by the other party or parties theretogeneral equity principles.

Authorization; Binding Effect. (a) Seller The Company and each Subsidiary Guarantor has all the requisite corporate power and authority to execute enter into, deliver and deliver perform its obligations under this Purchase Agreement Amendment and the Collateral Agreements other Amendment Documents to which it will be is a party (or which it has consented to or acknowledged) and to effect consummate the transactions contemplated hereby and thereby. The Company has the requisite power and authority to issue, sell, deliver and perform its obligations under the Term F Note. The execution, delivery and performance by the Company and the Subsidiary Guarantors of this Purchase Agreement Amendment and the Collateral Agreements each other Amendment Documents to which it will be is a party (or which it has consented to or acknowledged), the issuance, sale and delivery of the Term F Note and the consummation of the other transactions contemplated hereby and thereby have been duly authorized by all requisite necessary corporate action. Each Seller Subsidiary that has title to any Purchased Asset or an obligation that is an Assumed Liability has all requisite power and authority to execute and deliver action on the Collateral Agreements to which it will be a party and to effect part of the transactions contemplated thereby, Company and the execution, delivery and performance of the Collateral Agreements to which it will be a party will be as of the Closing Date (or at the time of any Subsequent ClosingSubsidiary Guarantors, as applicable) duly authorized by all requisite action. (b) . This Purchase Agreement Amendment has been duly executed and delivered by Seller and this Purchase Agreement is, the Company and the Collateral Agreements Subsidiary Guarantors (or consented to or acknowledged by the Subsidiary Guarantors) and, on the Fourth Amendment Effective Date, the Term F Note and each of the other Amendment Documents to which Seller and each Seller Subsidiary it is a party will be a party, when duly executed and delivered by Seller the Company and the Subsidiary Guarantors (or such Seller Subsidiaryduly consented to or acknowledged by the Subsidiary Guarantors). This Amendment is, and on the Fourth Amendment Effective Date the Term F Note and the other Amendment Documents will be, the legal, valid and legally binding obligations of Seller or such Seller Subsidiarythe Company and each Subsidiary Guarantor (to the extent it is a party thereto), enforceable against Seller or the Company and each such Seller Subsidiary, as applicable, Subsidiary Guarantor in accordance with their respective its terms, assumingexcept as enforcement may be limited by bankruptcy, in each caseinsolvency, reorganization, moratorium, fraudulent transfer or conveyance or similar laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability and except as rights of indemnity or contribution may be limited by federal or state securities or other laws or the due execution and delivery by the other party or parties theretopublic policy underlying such laws.

Authorization; Binding Effect. (a) Seller has all requisite corporate power and authority to execute and deliver this Purchase Agreement and the Collateral Agreements to which it will be a party and to effect the transactions contemplated hereby and thereby, and the NO BREACH Each Seller's execution, delivery and performance of this Purchase Agreement and the Collateral Agreements each Transaction Document to which it will be such Seller is a party have been duly authorized by all requisite corporate actionsuch Seller. Each Seller Subsidiary that has title to any Purchased Asset or an obligation that is an Assumed Liability has all requisite power and authority to execute and deliver the Collateral Agreements Transaction Document to which it will be such Seller or any of the Stockholders is a party constitutes a valid and to effect binding obligation of such Person which is enforceable in accordance with its terms. Except as set forth on the transactions contemplated therebyattached Consents Schedule, and the execution, delivery and performance of the Collateral Agreements Transaction Documents to which it will be such Seller or Stockholder is a party do not and will be as not (i) conflict with or result in a breach of the Closing Date terms, conditions or provisions of, (ii) constitute a default under, (iii) result in the creation of any Lien upon any of the ICMS Acquired Assets, BRTI Acquired Assets or SWLP Acquired Assets under, (iv) give any third party the right to modify, terminate or accelerate any ICMS Assumed Liability, BRTI Assumed Liability, SWLP Assumed Liability or other liability or obligation of such Seller or Stockholder under, (v) result in a violation of, or (vi) require any authorization, consent, approval, exemption or other action by or declaration or notice to any Governmental Entity pursuant to, the charter or bylaws of such Seller or any agreement, instrument or other document, or any Legal Requirement, to which such Seller, Stockholder or any of such Seller's assets is subject. Without limiting the generality of the foregoing, except as set forth on the attached Consents Schedule, neither such Seller, Stockholder nor any Affiliate of any of them has entered into any agreement, or is bound by any obligation of any kind whatsoever, directly or indirectly to transfer or dispose of (whether by sale of stock or assets, assignment, merger, consolidation or otherwise) the ICMS Business, the BRTI Business, the SWLP Business, the ICMS Acquired Assets, the BRTI Acquired Assets or the SWLP Acquired Assets (or at any substantial portion thereof) to any Person other than the time Purchaser, and neither such Seller nor Stockholder has entered into any agreement, nor is it bound by any obligation of any Subsequent Closingkind whatsoever, as applicable) duly authorized by all requisite actionto issue any capital stock of the Sellers to any Person. (b) This Purchase Agreement has been duly executed and delivered by Seller and this Purchase Agreement is, and the Collateral Agreements to which Seller and each Seller Subsidiary will be a party, when duly executed and delivered by Seller or such Seller Subsidiary, will be, valid and legally binding obligations of Seller or such Seller Subsidiary, enforceable against Seller or such Seller Subsidiary, as applicable, in accordance with their respective terms, assuming, in each case, the due execution and delivery by the other party or parties thereto.

Authorization; Binding Effect. (a) Seller has all APLD and each of its Subsidiaries that is a party to any Transaction Agreement, or any agreements contemplated by the Transaction Agreements, has, or will have when executed and delivered, requisite corporate power and authority to execute and deliver this Purchase Agreement and each of the Collateral Agreements other Transaction Agreements, or any agreements contemplated by the Transaction Agreements, to which it will be APLD or any of its Subsidiaries is a party party, perform fully its obligations hereunder and to effect thereunder and consummate the transactions contemplated hereby and thereby, and the . The execution, delivery and performance by APLD and any of its Subsidiaries of this Purchase Agreement, each of the other Transaction Agreements, and any agreements contemplated by the Transaction Agreements to which any of APLD or its Subsidiaries is a party and the consummation by APLD and any of its Subsidiaries of the transactions contemplated hereby and thereby have been, or will be when executed and delivered, duly and validly authorized by all necessary actions, and no other proceedings or actions on the part of APLD or any of its Subsidiaries are necessary to authorize entering into this Agreement or any other Transaction Agreement executed and delivered concurrently herewith, or any agreements contemplated by the Transaction Agreements executed and delivered concurrently herewith, to which APLD or any of its Subsidiaries is a party or to consummate the transactions contemplated hereby and thereby. Each of this Agreement and the Collateral Transaction Agreements, and any agreements contemplated by the Transaction Agreements to which it APLD or any of its Subsidiaries are or will be a party have been duly authorized by all requisite corporate action. Each Seller Subsidiary that party, has title to any Purchased Asset been, or an obligation that is an Assumed Liability has all requisite power and authority to execute and deliver the Collateral Agreements to which it will be a party when executed and to effect the transactions contemplated therebydelivered, and the execution, delivery and performance of the Collateral Agreements to which it will be a party will be as of the Closing Date (or at the time of any Subsequent Closing, as applicable) duly authorized by all requisite action. (b) This Purchase Agreement has been duly executed and delivered by Seller and this Purchase Agreement is, and the Collateral Agreements to which Seller and each Seller Subsidiary will be a party, when duly executed and delivered by Seller APLD or any such Seller Subsidiary, will be, valid and legally binding obligations of Seller or such Seller Subsidiary, enforceable against Seller or such Seller SubsidiarySubsidiaries, as applicable, in accordance with their respective termsand, assuming, in each case, assuming the due authorization, execution and delivery by the other party or parties thereto, constitutes a valid and legally binding obligation of APLD or any such Subsidiaries, as applicable, enforceable in accordance with its terms and conditions, subject to the Enforceability Exceptions.

Authorization; Binding Effect. (a) Seller has Buyer and Parent have all requisite corporate power and authority to execute and deliver this Purchase Agreement and the each Collateral Agreements Agreement to which it they are or will be a party parties and to effect the transactions contemplated hereby and thereby. The execution, delivery and performance by Buyer and Parent of this Agreement and each Collateral Agreement to which they are or will be parties and the consummation by Buyer and Parent of the transactions contemplated hereby and thereby have been duly and validly approved by Buyer’s and Parent’s boards of directors, and no other corporate actions or proceedings on the part of Buyer or Parent are necessary to authorize the execution, delivery and performance by Buyer of this Purchase Agreement and or the Collateral Agreements to which it they are or will be parties or the transactions contemplated hereby and thereby. (b) Buyer and Parent have duly and validly executed and delivered this Agreement. When this Agreement and each of the Collateral Agreements to which Buyer and Parent are or will be a party have been duly authorized by all requisite corporate action. Each Seller Subsidiary that has title to any Purchased Asset or an obligation that is an Assumed Liability has all requisite power and authority to execute and deliver the Collateral Agreements to which it will be a party and to effect the transactions contemplated thereby, and the execution, delivery and performance of the Collateral Agreements to which it will be a party will be as of the Closing Date (or at the time of any Subsequent Closing, as applicable) duly authorized by all requisite action. (b) This Purchase Agreement has been duly executed and delivered by Seller Buyer and Parent and (assuming due execution by Sellers), this Purchase Agreement is, and the each such Collateral Agreements Agreement to which Seller and each Seller Subsidiary they are parties will be a party, when duly executed and delivered by Seller or such Seller Subsidiary, will be, constitute valid and legally binding obligations of Seller or such Seller SubsidiaryBuyer and Parent, enforceable against Seller or such Seller Subsidiary, as applicable, them in accordance with their respective terms, assumingexcept as such agreements may be subject to bankruptcy, in each caseinsolvency, fraudulent conveyance, reorganization, moratorium and other similar laws and equitable principles relating to or affecting or qualifying the rights of creditors generally and general principles of equity. (c) As of the date hereof, the due execution authorized capital stock of Parent is 75,000,000 shares of Common Stock, par value $0.001 per share, of which [18,200,000] (exclusive of the Purchase Price Shares) are issued and delivery outstanding, and 1,500,000 shares of preferred stock, par value $0.001 per share, of which [ ] are issued and outstanding. Except as otherwise disclosed herein or as disclosed in the SEC Documents, (i) no shares of Parent’s capital stock are subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by Parent, (ii) there are no outstanding debt securities, (iii) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into or exchangeable for, any shares of capital stock of Parent or any of its subsidiaries, or contracts, commitments, understandings or arrangements by which Parent or any of its subsidiaries is or may become bound to issue additional shares of capital stock of Parent or any of its subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of Parent or any of its subsidiaries, (iv) other than as disclosed in the SEC Documents, there are no agreements or arrangements under which Parent or any of its subsidiaries is obligated to register the sale of any of their securities under the Securities Act, (v) there are no outstanding securities or instruments of Parent or any of its subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which Parent or any of its subsidiaries is or may become bound to redeem a security of Parent or any of its subsidiaries, (vi) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the other party issuance of the Purchase Price as described in this Agreement, as applicable, and (vii) Parent does not have any restricted stock units, stock appreciation rights or parties “phantom stock” plans or agreements or any similar plan or agreement. Parent has furnished to the Sellers (and its designees) true and correct copies of Parent’s Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), and Parent’s Bylaws, as amended and as in effect on the date hereof (the “Bylaws”), and the SEC Documents disclose summaries of the terms of all securities convertible into or exercisable for Common Stock, if any, and copies of any documents containing the material rights of the holders thereof in respect thereto. The foregoing is subject to the following issuances contemplated prior to Closing: (i) 5,400,000 shares of Common Stock issued with respect to the cash exercise of the Company’s warrants at an exercise price of $0.25 per share; and (ii) 2,500,000 shares of Common Stock to be issued to directors, officers and employees of Parent.

Authorization; Binding Effect. (a) The execution and delivery by each of Seller has all requisite corporate power and authority to execute and deliver the Company of this Purchase Agreement and the Collateral Agreements other Transaction Documents to which it will be is a party and to effect the performance of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby, and the execution, delivery and performance of this Purchase Agreement and the Collateral Agreements to which it will be a party thereby have been duly authorized by all requisite corporate actionaction on the part of each of Seller and the Company. Each No other corporate proceedings on the part of Seller or the Company are required in connection with the execution, delivery and performance by either of such parties of the Transaction Documents to which it is a party or the consummation by either of such parties of the transactions contemplated hereby. This Agreement has been duly executed and delivered by each of Seller and the Company and, assuming due authorization, execution and delivery hereof by Purchaser, this Agreement constitutes a binding obligation of each of Seller and the Company enforceable against each of Seller and the Company in accordance with its terms, except as may be limited by (i) bankruptcy, insolvency, reorganization, moratorium or similar laws relating to creditors rights generally and (ii) general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity).Each Included Subsidiary that has title to any Purchased Asset or an obligation and each member of the Seller Group that is an Assumed Liability a party to a Transaction Document has all requisite corporate or other organizational power and authority to execute and deliver the Collateral Agreements Transaction Documents to which it will be is a party and to effect consummate the transactions contemplated thereby and perform its obligations thereunder. No other corporate proceedings on the part of any Included Subsidiary or member of the Seller Group that is a party to a Transaction Document are necessary to approve and authorize the execution and delivery of the Transaction Documents to which such Included Subsidiary or member of the Seller Group is a party and the consummation of the transactions contemplated thereby, and the execution, delivery and performance . The Transaction Documents to which any Acquired Company or member of the Collateral Agreements to which it will be Seller Group is a party will be as of the Closing Date (or at the time of any Subsequent Closing, as applicable) duly authorized by all requisite action. (b) This Purchase Agreement has have been duly executed and delivered at the Closing by the Acquired Company or member of the Seller Group that is a party thereto and this Purchase Agreement is, and will constitute the Collateral Agreements to which Seller and each Seller Subsidiary will be a party, when duly executed and delivered by Seller or such Seller Subsidiary, will be, valid and legally binding obligations agreements of such Acquired Company or member of the Seller or such Seller SubsidiaryGroup, enforceable against Seller or such Seller Subsidiary, as applicable, in accordance with their respective terms, assumingexcept as may be limited by (i) bankruptcy, insolvency, reorganization, moratorium or other laws relating to creditors rights generally and (ii) general principles of equity (regardless of whether enforceability is considered in each case, the due execution and delivery by the other party a proceeding at law or parties theretoin equity).

Authorization; Binding Effect. (a) Seller The Company has all full corporate power and authority to own, lease and operate its assets and properties and carry on its business as presently conducted. The Company has the requisite corporate power and authority to (a) execute and deliver this Purchase Agreement and the Collateral Agreements other documents contemplated hereby to which it will is or is specified to be a party party, (b) perform its obligations hereunder and to effect thereunder and (c) consummate the transactions contemplated hereby and thereby, subject in the case of the Merger to receiving the Requisite Stockholder Approval. The execution and delivery by the execution, delivery and performance Company of this Purchase Agreement and the Collateral Agreements other documents contemplated hereby to which it will the Company is or is specified to be a party party, the performance by the Company of its obligations hereunder and thereunder, and the consummation by the Company of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate actionaction other than the Requisite Stockholder Approval, which is the only vote or approval of the holders of any class or series of capital stock of the Company necessary to adopt this Agreement and any of the documents contemplated hereby and to approve the transactions contemplated hereby and thereby. Each Seller Subsidiary that The Requisite Stockholder Approval will have been duly and validly obtained by virtue of the Stockholder Written Consent delivered to the Company in accordance with the DGCL. This Agreement has title been, and on or prior to any Purchased Asset or an obligation that is an Assumed Liability has all requisite power and authority to execute and deliver the Collateral Agreements Closing the other documents contemplated hereby to which it will the Company is or is specified to be a party and to effect the transactions contemplated thereby, and the execution, delivery and performance of the Collateral Agreements to which it have been or will be a party will be as of the Closing Date (or at the time of any Subsequent Closing, as applicable) duly authorized by all requisite action. (b) This Purchase Agreement has been duly executed and delivered by Seller the Company and this Purchase Agreement isassuming the due authorization, execution and delivery by each of the Collateral Agreements to which Seller and each Seller Subsidiary will be a partyother parties hereto, constitute, or when duly executed and delivered by Seller or such Seller Subsidiarywill constitute, will bethe legal, valid and legally binding obligations obligation of Seller or such Seller Subsidiarythe Company, enforceable against Seller or such Seller Subsidiary, as applicable, in accordance with their respective termsterms and conditions, assumingexcept as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting the enforceability of creditors’ rights generally and by general equitable principles (whether considered in each case, a proceeding at law or in equity) (the due execution and delivery by the other party or parties thereto“Enforceability Exceptions”).

Authorization; Binding Effect. (a) Subject to obtaining board and/or shareholder approval of this Agreement prior to Closing, each Seller has all requisite corporate power and authority to execute and deliver this Purchase Agreement and the each Collateral Agreements Agreement to which it is or will be a party and to effect the transactions contemplated hereby and thereby. The execution, delivery and performance by D-Vasive of this Agreement and each Collateral Agreement to which it is or will be a party and the consummation by D-Vasive of the transactions contemplated hereby and thereby have been duly and validly approved by D-Vasive’s shareholders and board of directors, and no other company actions or proceedings on the part of D-Vasive or any Affiliate of D-Vasive are necessary to authorize the execution, delivery and performance by D-Vasive of this Purchase Agreement and or the Collateral Agreements to which it is or will be a party have been duly authorized by all requisite corporate action. Each Seller Subsidiary that has title to any Purchased Asset or an obligation that is an Assumed Liability has all requisite power and authority to execute and deliver the Collateral Agreements to which it will be a party and to effect the transactions contemplated thereby, hereby and the execution, delivery thereby save and performance except shareholder approval. (b) Sellers have duly and validly executed and delivered this Agreement. When this Agreement and each of the Collateral Agreements to which it Sellers are or will be a party will be as of the Closing Date (or at the time of any Subsequent Closing, as applicable) duly authorized by all requisite action. (b) This Purchase Agreement has Party have been duly executed and delivered by Seller Sellers (assuming due execution by Buyer, Parent and any party to such agreements other than Sellers), this Purchase Agreement is, and the Collateral Agreements to which Seller and each Seller Subsidiary such Collateral Agreement will be a party, when duly executed and delivered by Seller or such Seller Subsidiary, will be, constitute valid and legally binding obligations of Seller or such Seller SubsidiarySellers, enforceable against Seller or such Seller Subsidiary, as applicable, Sellers in accordance with their respective terms, assumingexcept as such agreements may be subject to bankruptcy, in each caseinsolvency, fraudulent conveyance, reorganization, moratorium and other similar laws and equitable principles relating to or affecting or qualifying the due execution rights of creditors generally and delivery by the other party or parties theretogeneral principles of equity.

Authorization; Binding Effect. (ai) Seller Such Shareholder and, if such Shareholder is also acting as the Shareholders’ Representative, the Shareholders’ Representative has all requisite corporate power the legal capacity and authority to execute and deliver this Purchase Agreement and the Collateral Agreements Transaction Documents to which it will be such Shareholder is a party and to effect consummate the transactions contemplated hereby and thereby, and (ii) if such Shareholder is a Trust, the execution, delivery and performance of Persons executing this Purchase Agreement and the Collateral Agreements other Transaction Documents on behalf of such Trust constitute all the Trustees of such Trust and are authorized to act on behalf of such Trust and (iii) if such Shareholder is a Trust, each Trustee of such Trust has the legal capacity and authority, including the requisite power and authority under the applicable Declaration of Trust, and is competent to execute and deliver this Agreement and the other Transaction Documents to which it will be such Trust is a party on behalf of such Trust in his or her capacity as a Trustee of such Trust and to perform his or her obligations hereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by such Shareholder of this Agreement and the Transaction Documents to which such Shareholder is a party, the performance by such Shareholder of such Shareholder’s obligations hereunder and thereunder and the consummation by such Shareholder of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action, if any, on the part of such Shareholder. Each Seller Subsidiary that has title to any Purchased Asset or an obligation that is an Assumed Liability has all requisite power and authority to execute and deliver the Collateral Agreements Transaction Document to which it will be such Shareholder is a party and to effect the transactions contemplated thereby, and the execution, delivery and performance of the Collateral Agreements to which it will be a party will be as of the Closing Date (or at the time of any Subsequent Closing, as applicable) duly authorized by all requisite action. (b) This Purchase Agreement has been duly executed and delivered by Seller and this Purchase Agreement issuch Shareholder, and the Collateral Agreements to which Seller and each Seller Subsidiary will be a party(assuming due authorization, when duly executed and delivered by Seller or such Seller Subsidiary, will be, valid and legally binding obligations of Seller or such Seller Subsidiary, enforceable against Seller or such Seller Subsidiary, as applicable, in accordance with their respective terms, assuming, in each case, the due execution and delivery by the other party parties) constitutes a legal, valid and binding obligation of such Shareholder enforceable against such Shareholder in accordance with its terms, in each case subject to the effect, if any, of (i) bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or parties theretoother similar laws relating to or affecting the rights or remedies of creditors or (ii) general principles of equity, whether considered in a proceeding in equity or at law (including the possible unavailability of specific performance or injunctive relief). If such Shareholder is married and the Shares set forth opposite such Shareholder’s name on Schedule 2.1 constitute community property under applicable laws, this Agreement has been duly authorized, executed and delivered by, and constitutes the valid and binding agreement of such Shareholder’s spouse.

Authorization; Binding Effect. (a) Seller The Company and each Subsidiary Guarantor has all the requisite corporate power and authority to execute enter into, deliver and deliver perform its obligations under this Purchase Agreement Amendment and the Collateral Agreements other Amendment Documents to which it will be is a party (or which it has consented to or acknowledged) and to effect consummate the transactions contemplated hereby and thereby. The Company has the requisite power and authority to issue, sell, deliver and perform its obligations under the Term E Note. The execution, delivery and performance by the Company and the Subsidiary Guarantors of this Purchase Agreement Amendment and the Collateral Agreements each other Amendment Documents to which it will be is a party (or which it has consented to or acknowledged), the issuance, sale and delivery of the Term E Note and the consummation of the other transactions contemplated hereby and thereby have been duly authorized by all requisite necessary corporate action. Each Seller Subsidiary that has title to any Purchased Asset or an obligation that is an Assumed Liability has all requisite power and authority to execute and deliver action on the Collateral Agreements to which it will be a party and to effect part of the transactions contemplated thereby, Company and the execution, delivery and performance of the Collateral Agreements to which it will be a party will be as of the Closing Date (or at the time of any Subsequent ClosingSubsidiary Guarantors, as applicable) duly authorized by all requisite action. (b) . This Purchase Agreement Amendment has been duly executed and delivered by Seller and this Purchase Agreement is, the Company and the Collateral Agreements Subsidiary Guarantors (or consented to or acknowledged by the Subsidiary Guarantors) and, on the Third Amendment Date of Effectiveness, the Term E Note and each of the other Amendment Documents to which Seller and each Seller Subsidiary it is a party will be a party, when duly executed and delivered by Seller the Company and the Subsidiary Guarantors (or such Seller Subsidiaryduly consented to or acknowledged by the Subsidiary Guarantors). This Amendment is, and on the Third Amendment Date of Effectiveness the Term E Note and the other Amendment Documents will be, the legal, valid and legally binding obligations of Seller or such Seller Subsidiarythe Company and each Subsidiary Guarantor (to the extent it is a party thereto), enforceable against Seller or the Company and each such Seller Subsidiary, as applicable, Subsidiary Guarantor in accordance with their respective its terms, assumingexcept as enforcement may be limited by bankruptcy, in each caseinsolvency, reorganization, moratorium, fraudulent transfer or conveyance or similar laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability and except as rights of indemnity or contribution may be limited by federal or state securities or other laws or the due execution and delivery by the other party or parties theretopublic policy underlying such laws.

Authorization; Binding Effect. (a) Seller has all requisite corporate power and authority to execute execute, deliver and deliver perform this Purchase Agreement and Seller and any of its Affiliates executing any Ancillary Agreement have all requisite corporate power and authority to execute, deliver and perform the Collateral Ancillary Agreements to which it will be a party and to effect consummate the transactions contemplated hereby and thereby, and the execution, delivery and performance of this Purchase Agreement and the Collateral Agreements to which it will be a party have been duly authorized by all requisite corporate action. Each Seller Subsidiary that has title to any Purchased Asset or an obligation that is an Assumed Liability has all requisite power and authority to execute and deliver the Collateral Ancillary Agreements to which it will be a party and to effect the consummation of the transactions contemplated thereby, hereby and thereby have been duly authorized and approved by all requisite corporate action on the execution, delivery part of Seller and performance of the Collateral Agreements to which it will be a party will be as of the Closing Date (or at the time of any Subsequent Closingits Affiliates, as applicable) duly authorized by all requisite action. (b) This Purchase Agreement has been duly executed and delivered by Seller and this Purchase Agreement is, and the Collateral Ancillary Agreements to which Seller and each Seller Subsidiary or any of its Affiliates will be a party, party when duly executed and delivered by Seller or such Seller SubsidiaryAffiliate, as applicable, will be, valid and legally binding obligations of Seller or such Seller SubsidiaryAffiliate, enforceable against Seller or such Seller Subsidiary, as applicable, Affiliate in accordance with their respective terms, assumingexcept to the extent that enforcement hereby and thereof may be affected by bankruptcy, reorganization, moratorium, fraudulent transfer, insolvency and similar Laws of general application affecting the rights and remedies of creditors and by general equity principles. (c) Trident V, L.P., Trident V Parallel Fund, L.P. and Trident V Professionals Fund, L.P. have provided all requisite consent under Section 2.02(e) of the Voting and Shareholders’ Agreement to the execution, delivery and performance of this Agreement and the Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby. No other consent, approval or vote of, waiver from or notice to any of Trident V, L.P., Trident V Parallel Fund, L.P. and Trident V Professionals Fund, L.P. is required in each caseconnection with the execution, delivery and performance of this Agreement and the due execution Ancillary Agreements and delivery by the other party or parties theretoconsummation of the transactions contemplated hereby and thereby.

Authorization; Binding Effect. (a) Seller has Buyer and Parent have all requisite corporate power and authority to execute and deliver this Purchase Agreement and the each Collateral Agreements Agreement to which it they are or will be a party parties and to effect the transactions contemplated hereby and thereby. The execution, delivery and performance by Buyer and Parent of this Agreement and each Collateral Agreement to which they are or will be parties and the consummation by Buyer and Parent of the transactions contemplated hereby and thereby have been duly and validly approved by Buyer’s and Parent’s boards of directors, and no other corporate actions or proceedings on the part of Buyer or Parent are necessary to authorize the execution, delivery and performance by Buyer of this Purchase Agreement and or the Collateral Agreements to which it they are or will be parties or the transactions contemplated hereby and thereby. (b) Buyer and Parent have duly and validly executed and delivered this Agreement. When this Agreement and each of the Collateral Agreements to which Buyer and Parent are or will be a party have been duly authorized by all requisite corporate action. Each Seller Subsidiary that has title to any Purchased Asset or an obligation that is an Assumed Liability has all requisite power and authority to execute and deliver the Collateral Agreements to which it will be a party and to effect the transactions contemplated thereby, and the execution, delivery and performance of the Collateral Agreements to which it will be a party will be as of the Closing Date (or at the time of any Subsequent Closing, as applicable) duly authorized by all requisite action. (b) This Purchase Agreement has been duly executed and delivered by Seller Buyer and Parent and (assuming due execution by Sellers), this Purchase Agreement is, and the each such Collateral Agreements Agreement to which Seller and each Seller Subsidiary they are parties will be a party, when duly executed and delivered by Seller or such Seller Subsidiary, will be, constitute valid and legally binding obligations of Seller or such Seller SubsidiaryBuyer and Parent, enforceable against Seller or such Seller Subsidiary, as applicable, them in accordance with their respective terms, assumingexcept as such agreements may be subject to bankruptcy, in each caseinsolvency, fraudulent conveyance, reorganization, moratorium and other similar laws and equitable principles relating to or affecting or qualifying the rights of creditors generally and general principles of equity (c) As of the date hereof, the due execution authorized capital stock of Parent is 300,000,000 shares of common stock, par value $0.0001 per share, of which 72,631,021 (inclusive of the Purchase Price Shares) are issued and delivery outstanding, and 100,000,000 shares of preferred stock, par value $0.0001 per share, of which 40,800,022 are issued and outstanding. Except as otherwise disclosed herein or as disclosed in the SEC Documents, (i) no shares of Parent's capital stock are subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by Parent, (ii) there are no outstanding debt securities, (iii) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into or exchangeable for, any shares of capital stock of Parent or any of its subisidiaries, or contracts, commitments, understandings or arrangements by which Parent or any of its subisidiaries is or may become bound to issue additional shares of capital stock of Parent or any of its subisidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of Parent or any of its subisidiaries, (iv) other than as disclosed in the SEC Documents, there are no agreements or arrangements under which Parent or any of its subisidiaries is obligated to register the sale of any of their securities under the Securities Act, (v) there are no outstanding securities or instruments of Parent or any of its subisidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which Parent or any of its subisidiaries is or may become bound to redeem a security of Parent or any of its subisidiaries, (vi) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the other party issuance of the Purchase Price as described in this Agreement, as applicable, and (vii) Parent does not have any restricted stock units, stock appreciation rights or parties "phantom stock" plans or agreements or any similar plan or agreement. Parent has furnished to the Sellers (and its designees) true and correct copies of Parent's Certificate of Incorporation, as amended and as in effect on the date hereof (the "Certificate of Incorporation"), and Parent's Bylaws, as amended and as in effect on the date hereof (the "Bylaws"), and the SEC Documents disclose summaries of the terms of all securities convertible into or exercisable for Common Stock, if any, and copies of any documents containing the material rights of the holders thereof in respect thereto.

Authorization; Binding Effect. (a) Seller has Buyer and Parent have all requisite corporate power and authority to execute and deliver this Purchase Agreement and the each Collateral Agreements Agreement to which it they are or will be a party parties and to effect the transactions contemplated hereby and thereby. The execution, delivery and performance by Buyer and Parent of this Agreement and each Collateral Agreement to which they are or will be parties and the consummation by Buyer and Parent of the transactions contemplated hereby and thereby have been duly and validly approved by Buyer’s and Parent’s boards of directors, and no other corporate actions or proceedings on the part of Buyer or Parent are necessary to authorize the execution, delivery and performance by Buyer of this Purchase Agreement and or the Collateral Agreements to which it they are or will be parties or the transactions contemplated hereby and thereby. (b) Buyer and Parent have duly and validly executed and delivered this Agreement. When this Agreement and each of the Collateral Agreements to which Buyer and Parent are or will be a party have been duly authorized by all requisite corporate action. Each Seller Subsidiary that has title to any Purchased Asset or an obligation that is an Assumed Liability has all requisite power and authority to execute and deliver the Collateral Agreements to which it will be a party and to effect the transactions contemplated thereby, and the execution, delivery and performance of the Collateral Agreements to which it will be a party will be as of the Closing Date (or at the time of any Subsequent Closing, as applicable) duly authorized by all requisite action. (b) This Purchase Agreement has been duly executed and delivered by Seller Buyer and Parent and (assuming due execution by Sellers), this Purchase Agreement is, and the each such Collateral Agreements Agreement to which Seller and each Seller Subsidiary they are parties will be a party, when duly executed and delivered by Seller or such Seller Subsidiary, will be, constitute valid and legally binding obligations of Seller or such Seller SubsidiaryBuyer and Parent, enforceable against Seller or such Seller Subsidiary, as applicable, them in accordance with their respective terms, assumingexcept as such agreements may be subject to bankruptcy, in each caseinsolvency, fraudulent conveyance, reorganization, moratorium and other similar laws and equitable principles relating to or affecting or qualifying the rights of creditors generally and general principles of equity. (c) As of the date hereof, the due execution authorized capital stock of Parent is 75,000,000 shares of Common Stock, par value $0.001 per share, of which 23,800,00 (exclusive of the Purchase Price Shares) are issued and delivery outstanding, and 1,500,000 shares of preferred stock, par value $0.001 per share, of which zero are issued and outstanding. Except as otherwise disclosed herein or as disclosed in the SEC Documents, (i) no shares of Parent’s capital stock are subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by Parent, (ii) there are no outstanding debt securities, (iii) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into or exchangeable for, any shares of capital stock of Parent or any of its subsidiaries, or contracts, commitments, understandings or arrangements by which Parent or any of its subsidiaries is or may become bound to issue additional shares of capital stock of Parent or any of its subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of Parent or any of its subsidiaries, (iv) other than as disclosed in the SEC Documents, there are no agreements or arrangements under which Parent or any of its subsidiaries is obligated to register the sale of any of their securities under the Securities Act, (v) there are no outstanding securities or instruments of Parent or any of its subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which Parent or any of its subsidiaries is or may become bound to redeem a security of Parent or any of its subsidiaries, (vi) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the other party issuance of the Purchase Price Shares as described in this Agreement, as applicable, and (vii) Parent does not have any restricted stock units, stock appreciation rights or parties “phantom stock” plans or agreements or any similar plan or agreement. Parent has furnished to the Sellers (and its designees) true and correct copies of Parent’s Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), and Parent’s Bylaws, as amended and as in effect on the date hereof (the “Bylaws”), and the SEC Documents disclose summaries of the terms of all securities convertible into or exercisable for Common Stock, if any, and copies of any documents containing the material rights of the holders thereof in respect thereto. The foregoing is subject to the following issuances contemplated prior to or contemporaneously at Closing: (i) 900,000 shares of Common Stock issued with respect to the cash exercise of the Company’s warrants at an exercise price of $0.25 per share; (ii) 2,500,000 shares of Common Stock to be issued to directors, officers and employees of Parent; and (iii) 23,800,000 restricted shares of Common Stock to be issued pursuant to the D-Vasive APA.