Common use of Corporate Power and Authority; Due Authorization Clause in Contracts

Corporate Power and Authority; Due Authorization. Each of the Seller Parties has full power, capacity and authority, to execute and deliver this Agreement and each of the Transaction Documents to which such Seller Party is or will be a party and to consummate the transactions contemplated hereby and thereby. "Transaction Documents" means each of the agreements, documents and instruments referenced in this Agreement to be executed and delivered by any of the Seller Parties. The board of directors of Seller and AFD (the sole shareholder of Seller), have duly approved and authorized the execution and delivery of this Agreement and each of the Transaction Documents and the consummation of the transactions contemplated hereby and thereby, and no other corporate proceedings on behalf of Seller are necessary. The board of directors of AFD and S&F (in its capacity as the sole shareholder of AFD), have duly approved and authorized the execution and delivery of this Agreement and each of the Transaction Documents and the consummation of the transactions contemplated hereby and thereby, and no other corporate proceedings on behalf of AFD are necessary. The board of directors of S&F have duly approved and authorized the execution and delivery of this Agreement and each of the Transaction Documents and the consummation of the transactions contemplated hereby and thereby, and no other corporate proceedings on behalf of S&F are necessary. Assuming that this Agreement and each of the Transaction Documents which are also Purchaser Transaction Documents (as defined below) constitutes a valid and binding agreement of Purchaser, this Agreement and each of the Transaction Documents to which the Seller and/or any Seller Party, as the case may be, is a party constitutes, or will constitute when executed and delivered, a valid and binding agreement of Seller and/or any Seller Party, as the case may be, in each case enforceable by Purchaser in accordance with its terms, subject to laws of general application in effect affecting creditors' rights and subject to the exercise of judicial discretion in accordance with general equity principles.

Corporate Power and Authority; Due Authorization. Each IFM has full corporate power and authority, and each of the Seller Parties Stockholders has full power, capacity power and authority, to execute and deliver this Agreement and each of the Transaction Closing Documents to which such Seller Party IFM or any Stockholder is or will be a party and to consummate the transactions contemplated hereby Transactions. Each Stockholder represents and thereby. "Transaction Documents" means each warrants that such Stockholder is the lawful owner of, and has good and marketable title to, the number of shares of IFM's outstanding capital stock as shown on Schedule 5.2 as being owned by such Stockholder, free and clear of any mortgage, pledge, claim, lien, charge, encumbrance or other right in any third party to purchase, vote or direct the agreementsvoting of, documents and instruments referenced in this Agreement to be executed and delivered by any of the Seller Partiesshares thereof. The board of directors of Seller IFM and AFD (the sole shareholder of Seller), Stockholders have duly approved and authorized the execution and delivery of this Agreement and each of the Transaction Closing Documents and the consummation of the transactions contemplated hereby and therebyTransactions, and no other corporate proceedings on behalf of Seller are necessary. The board of directors of AFD and S&F (in its capacity as the sole shareholder of AFD), have duly approved and authorized the execution and delivery of this Agreement and each other than approval of the Transaction Documents and Transactions by the consummation of Stockholders is necessary to approve the transactions contemplated hereby and thereby, and no other corporate proceedings on behalf of AFD are necessary. The board of directors of S&F have duly approved and authorized the execution and delivery of this Agreement and each of the Transaction Documents and the consummation of the transactions contemplated hereby and thereby, and no other corporate proceedings on behalf of S&F are necessaryTransactions. Assuming that this Agreement and each of the Transaction Closing Documents to which are also Purchaser Transaction Documents (as defined below) CryoLife or Newco is a party constitutes a valid and binding agreement of PurchaserCryoLife or Newco, this Agreement and each of the Transaction Closing Documents to which the Seller IFM and/or any Seller Party, as the case may be, Stockholder is a party constitutes, or will constitute when executed and delivered, a valid and binding agreement of Seller IFM and/or any Seller Partysuch Stockholder, as the case may be, in each case enforceable by Purchaser in accordance with its terms, subject except as the enforceability thereof may be limited by applicable bankruptcy, insolvency or other similar laws relating to laws the enforcement of general application in effect affecting creditors' rights generally and subject by the application of general principles of equity. The duly elected officers and directors of IFM are set forth on Schedule 5.2 attached hereto. Copies of the Articles of Incorporation, the Bylaws and all minutes of IFM are contained in the minute books of IFM, and any stock certificates not outstanding are contained in the stock book of IFM. True, correct and complete copies of the minute books and stock book of IFM have been delivered or made available to the exercise of judicial discretion in accordance with general equity principlesCryoLife.

Corporate Power and Authority; Due Authorization. Each of the Seller Parties The Company has full corporate power and authority, and Common stockholders have full power, capacity and authority, to execute and deliver this Agreement and each of the respective Transaction Documents to which such Seller Party is the Company or Common stockholders are or will be a party and to consummate the transactions contemplated hereby and thereby. "“Transaction Documents" ” means each of the agreements, documents and instruments referenced in this Agreement to be executed and delivered by any of the Seller PartiesCompany or Common stockholders respectively, except that employment agreements and non-competition agreements shall not be considered to be Transaction Documents, and shall not be subject to Article 6 hereof. The board of directors of Seller the Company and AFD (the sole shareholder authorized representative of Seller), each of the Common stockholders have duly approved and authorized the execution and delivery of this Agreement and each of the respective Transaction Documents and the consummation of the transactions contemplated hereby and thereby, and no other corporate proceedings on behalf of Seller are necessary. The board of directors of AFD and S&F (in its capacity as the sole shareholder of AFD), have duly approved and authorized the execution and delivery of this Agreement and each of the Transaction Documents and the consummation of the transactions contemplated hereby and thereby, and no other corporate proceedings on behalf of AFD are necessary. The board of directors of S&F have duly approved and authorized the execution and delivery of this Agreement and each of the Transaction Documents and the consummation of the transactions contemplated hereby and thereby, and no other corporate proceedings on behalf of S&F are necessary. Assuming that this Agreement and each of the Transaction Documents which are also Purchaser the Company’s Transaction Documents (as defined below) constitutes a valid and binding agreement of Purchaserthe Companys, this Agreement and each of the Transaction Documents to which the Seller and/or any Seller Party, as the case may be, is a party constitutes, or will constitute when executed and delivered, a valid and binding agreement of Seller and/or any Seller Partythe Company or Common stockholders, as the case may be, in each case enforceable by Purchaser Phoenix Life in accordance with its terms, subject to laws of general application in effect affecting creditors' rights and subject to the exercise of judicial discretion in accordance with general equity equitable principles. The duly elected officers and directors of the Company are set forth on Schedule 4.2 attached hereto. True, correct and complete copies of the Articles of Incorporation, the bylaws and all minutes of the Company are contained in the minute books of the Company, and any stock certificates not outstanding are contained in the stock book of the Company. True, correct and complete copies of the minute books and stock books of the Company have been delivered to the Company.

Corporate Power and Authority; Due Authorization. Each of the Seller Parties Trellix has full power, capacity corporate power and authority, authority to execute and deliver this Agreement and each of the respective Trellix Transaction Documents (as defined below) to which such Seller Party Trellix is or will be a party and to consummate the transactions contemplated hereby and thereby. "Trellix Transaction Documents" means each of the agreements, documents and instruments referenced in this Agreement to be executed and delivered by any of the Seller PartiesTrellix. The board of directors of Seller and AFD (the sole shareholder of Seller), have Trellix has duly approved and authorized the execution and delivery of this Agreement and each of the respective Trellix Transaction Documents and the consummation of the transactions contemplated hereby and thereby, and, except for the requisite stockholder approval pursuant to Trellix's Certificate of Incorporation and the DGCL, no other corporate proceedings on behalf the part of Seller Trellix are necessary. The board of directors of AFD necessary to approve and S&F (in its capacity as the sole shareholder of AFD), have duly approved and authorized authorize the execution and delivery of this Agreement and each of the Trellix Transaction Documents and the consummation of the transactions contemplated hereby and thereby, and no other corporate proceedings on behalf of AFD are necessary. The board of directors of S&F have duly approved and authorized the execution and delivery of this Agreement and each of the Transaction Documents and the consummation of the transactions contemplated hereby and thereby, and no other corporate proceedings on behalf of S&F are necessary. Assuming that this Agreement and each of the Trellix Transaction Documents which are also Purchaser Interland Transaction Documents (as defined below) constitutes a valid and binding agreement of PurchaserInterland, this Agreement and each of the Trellix Transaction Documents to which the Seller and/or any Seller Party, as the case may be, is a party constitutes, or will constitute when executed and delivered, a valid and binding agreement of Seller and/or any Seller Party, as the case may beTrellix, in each case enforceable against Trellix by Purchaser Interland and Merger Sub in accordance with its terms, subject to laws of general application in effect affecting creditors' rights and subject to the exercise of judicial discretion in accordance with general equity equitable principles. The duly elected officers and directors of Trellix are set forth on Schedule 4.2 attached hereto. True, correct and complete copies of the Certificate of Incorporation, the bylaws and the minutes of the meetings of the board of directors and stockholders of Trellix are contained in the minute books of Trellix. True, correct and complete copies of the minute books and stock books of Trellix have been made available for review by Interland.

Corporate Power and Authority; Due Authorization. Each of the Seller Parties has Interland and Merger Sub have full power, capacity corporate power and authority, authority to execute and deliver this Agreement and each of the Transaction Documents to which such Seller Party is or will be a party and to consummate the transactions contemplated hereby and thereby. "Transaction Documents" means each of the agreements, documents and instruments referenced in this Agreement to which each of Interland and Merger Sub is or will be executed a party ("Interland Transaction Documents") and delivered by any of to consummate the Seller Partiestransactions contemplated hereby and thereby. The board Boards of directors Directors of Seller Interland and AFD (the sole shareholder of Seller), Merger Sub have duly approved and authorized the execution and delivery of this Agreement and each of Interland Transaction Documents and the consummation of the transactions contemplated hereby and thereby (including the issuance of the Share Consideration and the Warrant Consideration), and no other corporate proceedings on the part of Interland and Merger Sub are necessary to approve and authorize the execution and delivery of this Agreement and such Interland Transaction Documents and the consummation of the transactions contemplated hereby and thereby, and no other corporate proceedings on behalf of Seller are necessary. The board of directors of AFD and S&F (in its capacity as the sole shareholder of AFD), have duly approved and authorized the execution and delivery of this Agreement and each of the Transaction Documents and the consummation of the transactions contemplated hereby and thereby, and no other corporate proceedings on behalf of AFD are necessary. The board of directors of S&F have duly approved and authorized the execution and delivery of this Agreement and each of the Transaction Documents and the consummation of the transactions contemplated hereby and thereby, and no other corporate proceedings on behalf of S&F are necessary. Assuming that this Agreement Agreement, the Letters of Transmittal, the Stockholder Transaction Documents, and each of the Interland Transaction Documents which are also Purchaser Transaction Documents (as defined below) constitutes a valid and binding agreement of Purchaser, this Agreement and each of the Transaction Documents to which the Seller and/or any Seller PartyTrellix or Stockholders, as the case may be, is a party this Agreement and each of Interland Transaction Documents constitutes, or will constitute when executed and delivered, a valid and binding agreement of Seller and/or any Seller Party, as the case may beInterland and Merger Sub, in each case enforceable by Purchaser against Interland and Merger Sub in accordance with its terms, subject to laws of general application in effect affecting creditors' rights and subject to the exercise of judicial discretion in accordance with general equity equitable principles. True, correct and complete copies of the certificate of incorporation and the bylaws of Interland, each amended to date, will be made available to Trellix before the Closing Date.

Corporate Power and Authority; Due Authorization. Each of the Seller Parties has full powercorporate power and authority, capacity and each Stockholder has full power and authority, to execute and deliver this Agreement and each of the Seller's Clean-Op Transaction Documents and Seller's Drape Business Transaction Documents (as defined in Section 7.4 and Section 7.5 hereof) to which such Seller Party or any of the Stockholders is or will be a party and to consummate the transactions contemplated hereby hereby. Prior to the Clean-Op Closing or the Drape Business Closing, as applicable, the directors and thereby. "Transaction Documents" means each of the agreements, documents and instruments referenced in this Agreement to be executed and delivered by any of the Seller Parties. The board of directors Stockholders of Seller and AFD (the sole shareholder of Seller), shall have duly approved and authorized the execution and delivery of this Agreement and each of the Seller's Clean-Op Transaction Documents and Seller's Drape Business Transaction Documents to which Seller is or will be a party and the consummation of the transactions contemplated hereby and thereby, and no other corporate proceedings on behalf of Seller are necessary. The board of directors of AFD and S&F (in its capacity as the sole shareholder of AFD), have duly approved and authorized the execution and delivery of this Agreement and each of the Transaction Documents and the consummation of the transactions contemplated hereby and thereby, and no other corporate proceedings on behalf of AFD are necessary. The board of directors of S&F have duly approved and authorized the execution and delivery of this Agreement and each of the Transaction Documents and the consummation of the transactions contemplated hereby and thereby, and no other corporate proceedings on behalf of S&F are necessaryshall then be necessary for such purposes. Assuming that this Agreement and each of the Seller's Clean-Op Transaction Documents and Seller's Drape Business Transaction Documents which are also Purchaser Purchaser's Transaction Documents (as defined in Section 8.4 below) constitutes a valid and binding agreement of the Purchaser, this Agreement and each of the Seller's Clean-Op Transaction Documents to which the Seller and/or any Seller Party, as the case may be, is a party and Seller's Drape Business Transaction Documents constitutes, or will constitute when executed and delivered, a valid and binding agreement of Seller and/or any Seller Partythe Stockholders, as the case may be, in each case enforceable by Purchaser in accordance with its terms, subject to laws of general application in effect affecting creditors' rights and subject to the exercise general equitable principles. The duly elected directors and officers of judicial discretion in accordance with general equity principlesSeller are set forth on Schedule 3.2 attached hereto.

Corporate Power and Authority; Due Authorization. Each The Company has full corporate power and authority, and each of the Seller Parties Stockholders has full power, capacity power and authority, to execute and deliver this Agreement and each of the Transaction Closing Documents to which such Seller Party the Company or any Stockholder is or will be a party and to consummate the transactions contemplated hereby Transactions. Each Stockholder represents and thereby. "Transaction Documents" means each warrants that such Stockholder is the lawful owner of, and has good and marketable title to, the number of shares of the agreementsCompany's outstanding capital stock as shown on Schedule 3.2 as being owned by such Stockholder, documents free and instruments referenced clear of any mortgage, pledge, claim, lien, charge, encumbrance or other right in this Agreement any third party to be executed purchase, vote or direct the voting of, any shares thereof. Each Stockholder further represents and delivered warrants that the Stockholders and number of shares of Company common stock owned by any such Stockholders are set forth on Schedule 3.2. The directors of the Seller Parties. The board of directors of Seller Company and AFD (the sole shareholder of Seller), Stockholders have duly approved and authorized the execution and delivery of this Agreement and each of the Transaction Closing Documents and the consummation of the transactions contemplated hereby and therebyTransactions, and no other corporate proceedings on behalf of Seller are necessary. The board of directors of AFD and S&F (in its capacity as the sole shareholder of AFD), have duly approved and authorized the execution and delivery of this Agreement and each other than approval of the Transaction Documents and Transactions by the consummation of Stockholders is necessary to approve the transactions contemplated hereby and thereby, and no other corporate proceedings on behalf of AFD are necessary. The board of directors of S&F have duly approved and authorized the execution and delivery of this Agreement and each of the Transaction Documents and the consummation of the transactions contemplated hereby and thereby, and no other corporate proceedings on behalf of S&F are necessaryTransactions. Assuming that this Agreement and each of the Transaction Closing Documents to which are also Purchaser Transaction Documents (as defined below) IMNET or Newco is a party constitutes a valid and binding agreement of PurchaserIMNET or Newco, this Agreement and each of the Transaction Closing Documents to which the Seller Company and/or any Seller Party, as the case may be, Stockholder is a party constitutes, or will constitute when executed and delivered, a valid and binding agreement of Seller the Company and/or any Seller Partysuch Stockholder, as the case may be, in each case enforceable by Purchaser in accordance with its terms, subject except as the enforceability thereof may be limited by applicable bankruptcy, insolvency or other similar laws relating to laws the enforcement of general application in effect affecting creditors' rights generally and subject by the application of general principles of equity. The duly elected officers and directors of the Company are set forth on Schedule 5.2 attached hereto. Copies of the Articles of Incorporation, the Bylaws and all minutes of the Company are contained in the minute books of the Company, and any stock certificates not outstanding are contained in the stock book of the Company. True, correct and complete copies of the minute books and stock book of the Company have been delivered to the exercise of judicial discretion in accordance with general equity principlesIMNET.

Corporate Power and Authority; Due Authorization. Each of the Seller Parties The Company has full corporate power and authority, and Common STOCKHOLDERS have full power, capacity and authority, to execute and deliver this Agreement and each of the respective Transaction Documents to which such Seller Party is the Company or Common Stockholders are or will be a party and to consummate the transactions contemplated hereby and thereby. "Transaction Documents" means each of the agreements, documents and instruments referenced in this Agreement to be executed and delivered by any of the Seller PartiesCompany or Common Stockholders respectively, except that employment agreements and non-competition agreements shall not be considered to be Transaction Documents, and shall not be subject to Article 6 hereof. The board of directors of Seller the Company and AFD (the sole shareholder authorized representative of Seller), each of the Common Stockholders have duly approved and authorized the execution and delivery of this Agreement and each of the respective Transaction Documents and the consummation of the transactions contemplated hereby and thereby, and no other corporate proceedings on behalf of Seller are necessary. The board of directors of AFD and S&F (in its capacity as the sole shareholder of AFD), have duly approved and authorized the execution and delivery of this Agreement and each of the Transaction Documents and the consummation of the transactions contemplated hereby and thereby, and no other corporate proceedings on behalf of AFD are necessary. The board of directors of S&F have duly approved and authorized the execution and delivery of this Agreement and each of the Transaction Documents and the consummation of the transactions contemplated hereby and thereby, and no other corporate proceedings on behalf of S&F are necessary. Assuming that this Agreement and each of the Transaction Documents which are also Purchaser Purchasers' Transaction Documents (as defined below) constitutes a valid and binding agreement of Purchaserthe Purchasers, this Agreement and each of the Transaction Documents to which the Seller and/or any Seller Party, as the case may be, is a party constitutes, or will constitute when executed and delivered, a valid and binding agreement of Seller and/or any Seller Partythe Company or Common Stockholders, as the case may be, in each case enforceable by Purchaser and Merger Sub in accordance with its terms, subject to laws of general application in effect affecting creditors' rights and subject to the exercise of judicial discretion in accordance with general equity equitable principles. The duly elected officers and directors of the Company are set forth on Schedule 4.2 attached hereto. True, correct and complete copies of the Articles of Incorporation, the bylaws and all minutes of the Company are contained in the minute books of the Company, and any stock certificates not outstanding are contained in the stock book of the Company. True, correct and complete copies of the minute books and stock books of the Company have been delivered to Purchaser.