Common use of Authorization; Binding Effect Clause in Contracts

Authorization; Binding Effect. (a) Each of Buyer and Parent has all requisite power and authority to execute and deliver this Agreement and each Collateral Agreement to which it will be a party and to consummate the transactions contemplated hereby and thereby, and has duly authorized the execution, delivery and performance of this Agreement and each Collateral Agreement to which it will be a party by all requisite action. (b) This Agreement and each Collateral Agreement to which it will be a party has been or, on or prior to the Closing will be, duly executed and delivered by Buyer and, assuming due execution by Seller, this Agreement is, and each Collateral Agreement to which Buyer will be a party, when duly executed and delivered by Buyer, will be, valid and legally binding obligations of Buyer, enforceable against Buyer in accordance with their respective terms, except as such agreements may be subject to bankruptcy, insolvency, 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.. This Agreement has been duly executed and delivered by Parent and, assuming due execution by Seller, this Agreement is a valid and legally binding obligation of Parent, enforceable against Parent in accordance with its terms, except as such agreement may be subject to bankruptcy, insolvency, 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.

Authorization; Binding Effect. (a) Each of Buyer and Parent Seller has all requisite power and authority to execute and deliver this Agreement and each Collateral Agreement to which it will be a party and to consummate effect the transactions contemplated hereby and thereby. Except as set forth on Schedule 3.2, and has duly authorized the execution, delivery and performance by each Seller of this 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 requisite action. stockholders or other securityholders of each Seller (b) This Agreement 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 Agreement Agreements to which it will be a party or the transactions contemplated hereby and thereby. (b) Except as set forth on Schedule 3.2, this Agreement has been orbeen, and each Collateral Agreement to which Sellers will be a party will be, on or prior to the First Stage Closing will beDate, duly and validly executed and delivered by Buyer andeach Seller, assuming as applicable. Assuming due execution by SellerBuyers, this Agreement is, and each Collateral Agreement to which Buyer Sellers will be a party, when duly executed and delivered by Buyereach applicable Seller, will be, valid and legally binding obligations of Buyereach applicable Seller, enforceable against Buyer each applicable Seller in accordance with their respective terms, except as such agreements may be subject to bankruptcy, insolvency, 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.. This Agreement has been duly executed and delivered by Parent and, assuming due execution by Seller, this Agreement is a valid and legally binding obligation of Parent, enforceable against Parent in accordance with its terms, except as such agreement may be subject to bankruptcy, insolvency, 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.

Authorization; Binding Effect. (a) Each of Buyer and Parent Seller has all requisite company power and authority to execute and deliver this Agreement and each Collateral Transaction Agreement to which it is or will be a party and to consummate 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 has duly authorized 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 Agreement and each Collateral Agreement or the Transaction Agreements to which it any such Seller is or will be a party by all requisite actionor the transactions contemplated hereby and thereby. (b) This Each Seller has duly and validly executed and delivered this Agreement. When this Agreement and each Collateral Agreement to which it will be a party has of the Transaction Agreements have been or, on or prior to the Closing will be, duly executed and delivered by Buyer and, such Seller (assuming due execution by Buyer and any party to such agreements other than Seller), this Agreement is, and each Collateral such Transaction Agreement to which Buyer will be a party, when duly executed and delivered by Buyer, will be, constitute valid and legally binding obligations of Buyersuch Seller, enforceable against Buyer such Seller in accordance with their respective terms, except as such agreements may be subject to bankruptcy, insolvency, 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.. This Agreement has been duly executed and delivered by Parent and, assuming due execution by Seller, this Agreement is a valid and legally binding obligation of Parent, enforceable against Parent in accordance with its terms, except as such agreement may be subject to bankruptcy, insolvency, 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.

Authorization; Binding Effect. (a) The execution and delivery by each of Seller and the Company of this Agreement and the other Transaction Documents to which it is a party and the performance of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action 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 Buyer and Parent the Seller Group that is a party to a Transaction Document has all requisite corporate or other organizational power and authority to execute and deliver this Agreement and each Collateral Agreement the Transaction Documents to which it will be is a party and to consummate the transactions contemplated hereby thereby and thereby, 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 has duly authorized authorize the execution, execution and delivery and performance of this Agreement and each Collateral Agreement the Transaction Documents to which it will be such Included Subsidiary or member of the Seller Group is a party by all requisite action. (b) This Agreement and each Collateral Agreement the consummation of the transactions contemplated thereby. The Transaction Documents to which it will be any Acquired Company or member of the Seller Group is a party has will have been or, on or prior to the Closing will be, duly executed and delivered at the Closing by Buyer and, assuming due execution by Seller, this Agreement is, the Acquired Company or member of the Seller Group that is a party thereto and each Collateral Agreement to which Buyer will be a party, when duly executed and delivered by Buyer, will be, constitute the valid and legally binding obligations agreements of Buyersuch Acquired Company or member of the Seller Group, enforceable against Buyer in accordance with their respective terms, except as such agreements may be subject to limited by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and or other similar laws and equitable principles relating to or affecting or qualifying the creditors rights of creditors generally and (ii) general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity.. This Agreement has been duly executed and delivered by Parent and, assuming due execution by Seller, this Agreement is a valid and legally binding obligation of Parent, enforceable against Parent in accordance with its terms, except as such agreement may be subject to bankruptcy, insolvency, 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).

Authorization; Binding Effect. (a) Each APLD and each of Buyer 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 Parent has all delivered, requisite power and authority to execute and deliver this Agreement and each Collateral Agreement of the 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, perform fully its obligations hereunder and thereunder and consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by APLD and any of its Subsidiaries of this 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, and has duly authorized the execution, delivery and performance . Each of this Agreement and each Collateral Agreement the 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 by all requisite action. (b) This Agreement and each Collateral Agreement to which it party, has been, or will be a party has been or, on or prior to the Closing will bewhen executed and delivered, duly executed and delivered by Buyer APLD or any such Subsidiaries, as applicable, and, assuming the due authorization, execution and delivery by Sellerthe other parties thereto, this Agreement is, and each Collateral Agreement to which Buyer will be a party, when duly executed and delivered by Buyer, will be, valid and legally binding obligations of Buyer, enforceable against Buyer in accordance with their respective terms, except as such agreements may be subject to bankruptcy, insolvency, 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.. This Agreement has been duly executed and delivered by Parent and, assuming due execution by Seller, this Agreement is constitutes a valid and legally binding obligation of ParentAPLD or any such Subsidiaries, as applicable, enforceable against Parent in accordance with its termsterms and conditions, except as such agreement may be subject to bankruptcy, insolvency, 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 equityEnforceability Exceptions.

Authorization; Binding Effect. (a) Each The execution, delivery and performance by the Company of Buyer and Parent has all requisite power and authority to execute and deliver this Agreement and each Collateral Agreement to which it will be a party the Transaction Agreements at the Initial Closing and to consummate the Second Closing, as applicable, and the consummation and performance by the Company of the transactions contemplated hereby and thereby, and has have been duly authorized the execution, delivery and performance of this Agreement and each Collateral Agreement to which it will be a party by all requisite action. (b) necessary limited liability company action of the Company. This Agreement and each Collateral Agreement of the Transaction Agreements executed and delivered by the Company at the Initial Closing have been, and each of the Transaction Agreements to which it will be a party has been or, on or prior to executed and delivered by the Company at the Second Closing will be, duly executed and delivered by Buyer andand constitute, assuming due execution by Selleror in the case of the Transaction Agreements to be delivered at the Second Closing will constitute, this Agreement is, and each Collateral Agreement to which Buyer will be a party, when duly executed and delivered by Buyer, will belegal, valid and legally binding obligations of Buyerthe Company, enforceable against Buyer in accordance with their respective terms, except as such agreements the enforceability thereof may be subject to limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other or similar laws and equitable principles relating to or affecting or qualifying the rights of creditors generally and by general equitable principles (regardless of equity.. This whether such enforceability is considered in a proceeding in equity or at law). All proceedings or actions required to be taken by the Company relating to the execution and delivery of this Agreement has been duly 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 Parent and, assuming due the Company relating to the execution by Seller, this Agreement 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 a valid not and legally binding obligation of Parent, enforceable against Parent in accordance with its terms, except as such agreement may will not be subject to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws and equitable principles relating to any preemptive rights or affecting or qualifying the rights of creditors generally and general principles of equityfirst refusal that have not been properly waived or complied with.

Authorization; Binding Effect. (ai) Each of Buyer and Parent Such Shareholder and, if such Shareholder is also acting as the Shareholders’ Representative, the Shareholders’ Representative has all requisite power the legal capacity and authority to execute and deliver this Agreement and each Collateral Agreement the Transaction Documents to which it will be such Shareholder is a party and to consummate the transactions contemplated hereby and thereby, (ii) if such Shareholder is a Trust, the Persons executing this Agreement and the 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 duly authorized the executionlegal 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 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 and performance by such Shareholder of this Agreement and each Collateral Agreement the Transaction Documents to which it will be such Shareholder is a party 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 action. (b) This Agreement and each Collateral Agreement , if any, on the part of such Shareholder. Each Transaction Document to which it will be such Shareholder is a party has been or, on or prior to the Closing will be, duly executed and delivered by Buyer and, assuming due execution by Seller, this Agreement is, and each Collateral Agreement to which Buyer will be a party, when duly executed and delivered by Buyer, will be, valid and legally binding obligations of Buyer, enforceable against Buyer in accordance with their respective terms, except as such agreements may be subject to bankruptcy, insolvency, 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.. This Agreement has been duly executed and delivered by Parent andsuch Shareholder, and (assuming due authorization, execution and delivery by Sellerthe other parties) constitutes a legal, this Agreement is a valid and legally binding obligation of Parent, such Shareholder enforceable against Parent such Shareholder in accordance with its terms, except as such agreement may be in each case subject to the effect, if any, of (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, fraudulent transfer, moratorium and or other similar laws and equitable principles relating to or affecting or qualifying the rights or remedies of creditors generally and 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) Each The Company and each of Buyer its Subsidiaries has full corporate or limited liability company power and Parent authority to own, lease and operate its assets and properties and carry on its business as presently conducted. (b) The Company has all requisite full corporate power and authority to execute and deliver this Agreement and each Collateral Agreement the other documents contemplated hereby to which it will be is a party party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by the Company of this Agreement and the other documents contemplated hereby to which it is a party, the performance by the Company of its obligations hereunder and has thereunder and the consummation by the Company of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action and no other proceedings on the Company’s part are necessary to authorize the execution, delivery and or performance of this Agreement or to consummate the Merger, other than the affirmative vote or consent of a majority of the issued and each Collateral Agreement outstanding shares of Company Stock and the filing and recordation of the Certificate of Merger. The affirmative vote or consent of a majority of the issued and outstanding shares of Company Stock is the only vote or consent of the holders of any class or series of the Company’s capital stock necessary to which it will be a party by all requisite actionapprove and adopt this Agreement, approve the Merger, and consummate the Merger and the other transactions contemplated hereby. (bc) This Agreement and each Collateral Agreement the other documents contemplated hereby to which it the Company is a party have been or will be a party has been or, on or prior to the Closing will be, duly executed and delivered by Buyer andthe Company and constitute, assuming due execution by Seller, this Agreement is, and each Collateral Agreement to which Buyer will be a party, or when duly executed and delivered by Buyerwill constitute, will be, valid and legally binding obligations of Buyer, enforceable against Buyer in accordance with their respective terms, except as such agreements may be subject to bankruptcy, insolvency, 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.. This Agreement has been duly executed and delivered by Parent and, assuming due execution by Seller, this Agreement is a valid and legally binding obligation of Parentthe Company, enforceable against Parent in accordance with its termstheir terms and conditions, except as such agreement enforceability may be subject to limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar Laws affecting creditors’ rights generally and other similar laws and by general equitable principles relating to (whether considered in a proceeding at law or affecting or qualifying the rights of creditors generally and general principles of in equity).

Authorization; Binding Effect. (a) Each of Buyer and Parent Seller has all requisite full power and authority to execute and deliver this Agreement and each Collateral Agreement the Transaction Documents to which it will be each is a party and to consummate 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 hereby therein have been approved and thereby, and has duly authorized the execution, delivery and performance of this Agreement and each Collateral Agreement to which it will be a party 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 Agreement and each Collateral Agreement all of the Transaction Documents to which it will be each Seller is a party has been or, on or prior to the Closing will be, duly executed and delivered by Buyer and, assuming due execution by Seller, this Agreement is, and each Collateral Agreement to which Buyer will be a party, when duly executed and delivered by Buyer, will be, valid and legally binding obligations of Buyer, enforceable against Buyer in accordance with their respective terms, except as such agreements may be subject to bankruptcy, insolvency, 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.. This Agreement has have been duly executed and delivered by Parent such Seller and, assuming due authorization, execution and delivery of this Agreement and the other Transaction Documents by SellerBuyer, this Agreement and each Transaction Document to which such Seller is a party is the valid and legally binding obligation of Parentsuch Seller, enforceable against Parent in accordance with its terms, except as such agreement may be subject to applicable bankruptcy, reorganization, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws affecting creditors’ rights generally from time to time in effect and limitations on enforcement of equitable principles relating 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 part of CHI or such Managing Owner are necessary therefor. This Agreement and all of the Transaction Documents to which CHI and each Managing Owner are a party have been duly executed and delivered by CHI and such Managing Owner and, assuming 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 obligation of CHI and such Managing Owner, enforceable in accordance with its terms, subject to applicable bankruptcy, reorganization, insolvency, moratorium and other laws affecting or qualifying the creditors’ rights generally from time to time in effect and limitations on enforcement of creditors generally and general principles of equityequitable remedies.

Authorization; Binding Effect. The execution and delivery by each of Seller and the Company of this Agreement and the other Transaction Documents to which it is a party and the performance of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action 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 (ai) Each bankruptcy, insolvency, reorganization, moratorium or similar laws relating to creditors rights generally and (ii) general principles of Buyer equity (regardless of whether enforceability is considered in a proceeding at law or in equity).Each Included Subsidiary and Parent each member of the Seller Group that is a party to a Transaction Document has all requisite corporate or other organizational power and authority to execute and deliver this Agreement and each Collateral Agreement the Transaction Documents to which it will be is a party and to consummate the transactions contemplated hereby thereby and thereby, 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 has duly authorized authorize the execution, execution and delivery and performance of this Agreement and each Collateral Agreement the Transaction Documents to which it will be such Included Subsidiary or member of the Seller Group is a party by all requisite action. (b) This Agreement and each Collateral Agreement the consummation of the transactions contemplated thereby. The Transaction Documents to which it will be any Acquired Company or member of the Seller Group is a party has will have been or, on or prior to the Closing will be, duly executed and delivered at the Closing by Buyer and, assuming due execution by Seller, this Agreement is, the Acquired Company or member of the Seller Group that is a party thereto and each Collateral Agreement to which Buyer will be a party, when duly executed and delivered by Buyer, will be, constitute the valid and legally binding obligations agreements of Buyersuch Acquired Company or member of the Seller Group, enforceable against Buyer in accordance with their respective terms, except as such agreements may be subject to limited by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and or other similar laws and equitable principles relating to or affecting or qualifying the creditors rights of creditors generally and (ii) general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity.. This Agreement has been duly executed and delivered by Parent and, assuming due execution by Seller, this Agreement is a valid and legally binding obligation of Parent, enforceable against Parent in accordance with its terms, except as such agreement may be subject to bankruptcy, insolvency, 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).

Authorization; Binding Effect. (a) Each Seller, the Company and each Affiliate of Buyer and Parent 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 Agreement and each Collateral Agreement perform the Ancillary Agreements to which it will be a party and to consummate the transactions contemplated hereby and thereby, and has duly authorized the execution, delivery and performance of this Agreement and each Collateral Agreement the Ancillary Agreements to which it will be a party and the consummation of the transactions contemplated hereby and thereby have been duly authorized and approved by all requisite actioncorporate action on the part of each Seller, the Company and each Affiliate, as applicable. (b) This Agreement and each Collateral Agreement to which it will be a party has been or, on or prior to the Closing will be, duly executed and delivered by Buyer and, assuming due execution by Seller, each Seller and this Agreement is, and each Collateral Agreement the Ancillary Agreements to which Buyer each Seller, the Company or any Affiliate of the Sellers will be a party, party when duly executed and delivered by Buyereach Seller, the Company or any such Affiliate of the Sellers, as applicable, will be, valid and legally binding obligations of Buyereach Seller, the Company or any such Affiliate of the Sellers, enforceable against Buyer each Seller, the Company or any such Affiliate of the Sellers in accordance with their respective terms, except as such agreements to the extent that enforcement hereby and thereof may be subject to affected by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium moratorium, fraudulent transfer, insolvency and other similar laws and equitable principles relating to or Laws of general application affecting or qualifying the rights and remedies of creditors generally and by general principles of equity.. This Agreement has been duly executed and delivered by Parent and, assuming due execution by Seller, equity principles. (c) The entry into this Agreement is and the Transactions does not require a valid and legally binding obligation vote of Parent, enforceable against Parent in accordance with its terms, except as such agreement may be subject to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws and equitable principles relating to or affecting or qualifying the rights stockholders of creditors generally and general principles of equityEquity Seller under any applicable Law.

Authorization; Binding Effect. (a) Each APLD and each of Buyer 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 Parent has all delivered, requisite power and authority to execute and deliver this Agreement and each Collateral Agreement of the 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, perform fully its obligations hereunder and thereunder and consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by APLD and any of its Subsidiaries of this 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, and has duly authorized the execution, delivery and performance . Each of this Agreement and each Collateral Agreement the 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 by all requisite action. (b) This Agreement and each Collateral Agreement to which it party, has been, or will be a party has been or, on or prior to the Closing will bewhen executed and delivered, duly executed and delivered by Buyer APLD or any such Subsidiaries, as applicable, and, assuming the due authorization, execution and delivery by Sellerthe other parties thereto, this Agreement is, and each Collateral Agreement to which Buyer will be a party, when duly executed and delivered by Buyer, will be, valid and legally binding obligations of Buyer, enforceable against Buyer in accordance with their respective terms, except as such agreements may be subject to bankruptcy, insolvency, 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.. This Agreement has been duly executed and delivered by Parent and, assuming due execution by Seller, this Agreement is constitutes a valid and legally binding obligation of ParentAPLD or any such Subsidiaries, as applicable, enforceable against Parent in accordance with its termsterms and conditions, except as such agreement may be subject to bankruptcy, insolvency, 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 equityEnforceability Exceptions.

Authorization; Binding Effect. Each Seller and each representative of each Seller represents and warrants for itself and not jointly, that the execution and delivery of the Agreement by such Seller, the performance of its obligations thereunder and the sale of the Acquired Assets by such Seller (a) has been duly authorized by all necessary corporate and, if applicable, shareholder action, (b) does not conflict with any of the provisions contained in the respective Charter or by-laws of such Seller, or in any agreement, indenture or other instrument to which it is a party, or by which it or any of its assets may be bound, (c) does not violate any law, regulation, order or decree, to which such Seller is subject and (d) will not result in the creation of any lien or encumbrance upon any of the Acquired Assets, except that no representation is made with respect to any Bulk Sales Law. Sellers warrant that they will, and do hereby agree to deliver to LB any and all releases, patent assignments, evidence of UCC Termination Statements or other evidence of the title of Sellers or their assignees as LB may reasonably require. Without limiting the generality of the foregoing, BU shall deliver and/or supply proof to LB of a release of interests from Canaan Venture Limited Partnership and Canaan Venture Offshore Limited Partnership (collectively "Canaan") and National shall deliver a release of interests from Fedfunds, Inc. Each of Buyer Seller represents for itself and Parent has all requisite power and authority to execute and deliver not jointly that this Agreement and each Collateral Agreement the other instruments to which it will be a party and to consummate the transactions contemplated hereby and thereby, and has duly authorized the execution, delivery and performance of this Agreement and each Collateral Agreement to which it will be a party by all requisite action. (b) This Agreement and each Collateral Agreement to which it will be a party has been or, on or prior to the Closing will be, duly executed and delivered by Buyer and, assuming due execution by Seller, this Agreement is, and each Collateral Agreement to which Buyer such Seller in accordance herewith will be a party, when duly executed and delivered by Buyer, will be, constitute valid and legally binding obligations of Buyer, such Seller enforceable against Buyer in accordance with their respective terms, terms except as such agreements the same may be subject to limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and or other similar laws and equitable principles relating to or affecting or qualifying the rights of creditors generally and general principles of equity.. This Agreement has been duly executed and delivered by Parent and, assuming due execution by Seller, this Agreement is a valid and legally binding obligation of Parent, enforceable against Parent in accordance with its terms, except as such agreement may be subject to bankruptcy, insolvency, 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 equitygenerally.

Authorization; Binding Effect. (a) Each of Buyer The Company and Parent each Subsidiary Guarantor has all the requisite power and authority to execute enter into, deliver and deliver perform its obligations under this Agreement Amendment and each Collateral Agreement the other Amendment Documents to which it will be is a party (or which it has consented to or acknowledged) and to consummate the transactions contemplated hereby and thereby. The Company has the requisite power and authority to issue, sell, deliver and has duly authorized perform its obligations under the Term E Note. The execution, delivery and performance by the Company and the Subsidiary Guarantors of this Agreement Amendment and each Collateral Agreement 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 action. (b) necessary corporate action on the part of the Company and the Subsidiary Guarantors, as applicable. This Agreement and each Collateral Agreement to which it will be a party has been or, on or prior to the Closing will be, duly executed and delivered by Buyer and, assuming due execution by Seller, this Agreement is, and each Collateral Agreement to which Buyer will be a party, when duly executed and delivered by Buyer, will be, valid and legally binding obligations of Buyer, enforceable against Buyer in accordance with their respective terms, except as such agreements may be subject to bankruptcy, insolvency, 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.. This Agreement Amendment has been duly executed and delivered by Parent the Company and the Subsidiary Guarantors (or consented to or acknowledged by the Subsidiary Guarantors) and, assuming due execution by Selleron the Third Amendment Date of Effectiveness, this Agreement the Term E Note and each of the other Amendment Documents to which it is a party will be duly executed and delivered by the Company and the Subsidiary Guarantors (or duly 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 obligation obligations of Parentthe Company and each Subsidiary Guarantor (to the extent it is a party thereto), enforceable against Parent the Company and each such Subsidiary Guarantor in accordance with its terms, except as such agreement enforcement may be subject to limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other moratorium, fraudulent transfer or conveyance or similar laws and relating to or limiting creditors’ rights generally or by equitable principles relating to or affecting or qualifying the enforceability and except as rights of creditors generally and general principles of equityindemnity or contribution may be limited by federal or state securities or other laws or the public policy underlying such laws.

Authorization; Binding Effect. (a) Each of Buyer and Parent has have all requisite corporate power and authority to execute and deliver this Agreement and each Collateral Agreement to which it they are or will be a party parties and to consummate effect the transactions contemplated hereby and thereby, and has duly authorized the . The execution, delivery and performance by Buyer and Parent of this Agreement and each Collateral Agreement to which it they are or will be a party parties and the consummation by all requisite actionBuyer 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 Agreement or the Collateral Agreements to which they are or will be parties or the transactions contemplated hereby and thereby. (b) This Buyer and Parent have duly and validly executed and delivered this Agreement. When this Agreement and each of the Collateral Agreement Agreements to which it Buyer and Parent are or will be a party has have been or, on or prior to the Closing will be, duly executed and delivered by Buyer and, and Parent and (assuming due execution by SellerSellers), this Agreement is, and each such Collateral Agreement to which Buyer they are parties will be a party, when duly executed and delivered by Buyer, will be, constitute valid and legally binding obligations of BuyerBuyer and Parent, enforceable against Buyer them in accordance with their respective terms, except as such agreements may be subject to bankruptcy, insolvency, 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.. This Agreement has been duly executed . (c) As of the date hereof, the 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 delivered by Parent andoutstanding, assuming due execution by Sellerand 1,500,000 shares of preferred stock, this Agreement is a valid par value $0.001 per share, of which [ ] are issued and legally binding obligation outstanding. Except as otherwise disclosed herein or as disclosed in the SEC Documents, (i) no shares of Parent, enforceable against Parent in accordance with its terms, except as such agreement may be ’s capital stock are subject to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and preemptive rights or any other similar laws 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 equitable principles relating 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 affecting any of its subsidiaries, (vi) there are no securities or qualifying instruments containing anti-dilution or similar provisions that will be triggered by the 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 “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 creditors generally 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 general principles (ii) 2,500,000 shares of equityCommon Stock to be issued to directors, officers and employees of Parent.

Authorization; Binding Effect. (a) Each of Buyer and Parent has have all requisite corporate power and authority to execute and deliver this Agreement and each Collateral Agreement to which it they are or will be a party parties and to consummate effect the transactions contemplated hereby and thereby, and has duly authorized the . The execution, delivery and performance by Buyer and Parent of this Agreement and each Collateral Agreement to which it they are or will be a party parties and the consummation by all requisite actionBuyer 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 Agreement or the Collateral Agreements to which they are or will be parties or the transactions contemplated hereby and thereby. (b) This Buyer and Parent have duly and validly executed and delivered this Agreement. When this Agreement and each of the Collateral Agreement Agreements to which it Buyer and Parent are or will be a party has have been or, on or prior to the Closing will be, duly executed and delivered by Buyer and, and Parent and (assuming due execution by SellerSellers), this Agreement is, and each such Collateral Agreement to which Buyer they are parties will be a party, when duly executed and delivered by Buyer, will be, constitute valid and legally binding obligations of BuyerBuyer and Parent, enforceable against Buyer them in accordance with their respective terms, except as such agreements may be subject to bankruptcy, insolvency, 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.. This Agreement has been duly executed (c) As of the date hereof, the 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 delivered by Parent andoutstanding, assuming due execution by Sellerand 100,000,000 shares of preferred stock, this Agreement is a valid par value $0.0001 per share, of which 40,800,022 are issued and legally binding obligation outstanding. Except as otherwise disclosed herein or as disclosed in the SEC Documents, (i) no shares of Parent, enforceable against Parent in accordance with its terms, except as such agreement may be 's capital stock are subject to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and preemptive rights or any other similar laws 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 equitable principles relating 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 affecting any of its subisidiaries, (vi) there are no securities or qualifying instruments containing anti-dilution or similar provisions that will be triggered by the 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 "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 creditors generally and general principles of equitythe holders thereof in respect thereto.

Authorization; Binding Effect. (a) Each of Buyer and Parent has have all requisite corporate power and authority to execute and deliver this Agreement and each Collateral Agreement to which it they are or will be a party parties and to consummate effect the transactions contemplated hereby and thereby, and has duly authorized the . The execution, delivery and performance by Buyer and Parent of this Agreement and each Collateral Agreement to which it they are or will be a party parties and the consummation by all requisite actionBuyer 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 Agreement or the Collateral Agreements to which they are or will be parties or the transactions contemplated hereby and thereby. (b) This Buyer and Parent have duly and validly executed and delivered this Agreement. When this Agreement and each of the Collateral Agreement Agreements to which it Buyer and Parent are or will be a party has have been or, on or prior to the Closing will be, duly executed and delivered by Buyer and, and Parent and (assuming due execution by SellerSellers), this Agreement is, and each such Collateral Agreement to which Buyer they are parties will be a party, when duly executed and delivered by Buyer, will be, constitute valid and legally binding obligations of BuyerBuyer and Parent, enforceable against Buyer them in accordance with their respective terms, except as such agreements may be subject to bankruptcy, insolvency, 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.. This Agreement has been duly executed . (c) As of the date hereof, the 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 delivered by Parent andoutstanding, assuming due execution by Sellerand 1,500,000 shares of preferred stock, this Agreement is a valid par value $0.001 per share, of which zero are issued and legally binding obligation outstanding. Except as otherwise disclosed herein or as disclosed in the SEC Documents, (i) no shares of Parent, enforceable against Parent in accordance with its terms, except as such agreement may be ’s capital stock are subject to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and preemptive rights or any other similar laws 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 equitable principles relating 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 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 “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 affecting or qualifying contemporaneously at Closing: (i) 900,000 shares of Common Stock issued with respect to the rights cash exercise of creditors generally 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 general principles employees of equityParent; and (iii) 23,800,000 restricted shares of Common Stock to be issued pursuant to the D-Vasive APA.

Authorization; Binding Effect. (a) Each Subject to obtaining board and/or shareholder approval of Buyer and Parent this Agreement prior to Closing, each Seller has all requisite power and authority to execute and deliver this Agreement and each Collateral Agreement to which it is or will be a party and to consummate effect the transactions contemplated hereby and thereby, and has duly authorized the . 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 all requisite actionAFI 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 Agreement or the Collateral Agreements to which it is or will be a party or the transactions contemplated hereby and thereby save and except shareholder approval. (b) This Sellers have duly and validly executed and delivered this Agreement. When this Agreement and each of the Collateral Agreement Agreements to which it Sellers are or will be a party has Party have been or, on or prior to the Closing will be, duly executed and delivered by Buyer and, Sellers (assuming due execution by SellerBuyer, Parent and any party to such agreements other than Sellers), this Agreement is, and each such Collateral Agreement to which Buyer will be a party, when duly executed and delivered by Buyer, will be, constitute valid and legally binding obligations of BuyerSellers, enforceable against Buyer Sellers in accordance with their respective terms, except as such agreements may be subject to bankruptcy, insolvency, 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.. This Agreement has been duly executed and delivered by Parent and, assuming due execution by Seller, this Agreement is a valid and legally binding obligation of Parent, enforceable against Parent in accordance with its terms, except as such agreement may be subject to bankruptcy, insolvency, 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.

Authorization; Binding Effect. (a) Each Subject to obtaining board and/or shareholder approval of Buyer and Parent this Agreement prior to Closing, each Seller has all requisite power and authority to execute and deliver this Agreement and each Collateral Agreement to which it is or will be a party and to consummate effect the transactions contemplated hereby and thereby, and has duly authorized the . 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 all requisite actionD-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 Agreement or the Collateral Agreements to which it is or will be a party or the transactions contemplated hereby and thereby save and except shareholder approval. (b) This Sellers have duly and validly executed and delivered this Agreement. When this Agreement and each of the Collateral Agreement Agreements to which it Sellers are or will be a party has Party have been or, on or prior to the Closing will be, duly executed and delivered by Buyer and, Sellers (assuming due execution by SellerBuyer, Parent and any party to such agreements other than Sellers), this Agreement is, and each such Collateral Agreement to which Buyer will be a party, when duly executed and delivered by Buyer, will be, constitute valid and legally binding obligations of BuyerSellers, enforceable against Buyer Sellers in accordance with their respective terms, except as such agreements may be subject to bankruptcy, insolvency, 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.. This Agreement has been duly executed and delivered by Parent and, assuming due execution by Seller, this Agreement is a valid and legally binding obligation of Parent, enforceable against Parent in accordance with its terms, except as such agreement may be subject to bankruptcy, insolvency, 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.

Authorization; Binding Effect. (a) Each of Buyer Parent and Parent each Seller Party has all requisite the corporate power and authority to execute execute, deliver and deliver perform this Agreement and each Collateral Agreement to which it will be a party the agreements, contracts and documents executed and/or delivered pursuant hereto by Parent and the Seller Parties and to consummate 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 has 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 Agreement Agreement, the agreements, contracts and each Collateral Agreement to which it will be a party documents executed and/or delivered pursuant hereto by all requisite action. (b) Parent or the Seller Parties and the consummation of the Transaction. This Agreement and each Collateral Agreement to which it will be a party has been orthe agreements, on contracts and documents executed and/or delivered pursuant hereto by Parent and the Seller Parties have been, or prior to in the case of agreements, documents and contracts entered into as of the Closing Date will behave been, duly executed and delivered by Buyer andParent and the Seller Parties and constitutes, assuming due execution by Selleror in the case of agreements, this Agreement isdocuments and contracts entered into as of the Closing Date will constitute, and each Collateral Agreement to which Buyer will be a party, when duly executed and delivered by Buyer, will bethe legal, valid and legally binding obligations obligation of BuyerParent and each Seller Party, enforceable against Buyer Parent and such Seller Party in accordance with their respective termsterms and conditions, except as such agreements may be subject to applicable bankruptcy, insolvency, fraudulent conveyancemoratorium, reorganization, moratorium fraudulent conveyance and other similar laws and equitable principles relating to or Laws of general application affecting or qualifying the rights of creditors generally and general principles of equity.. This Agreement has been duly executed applicable rules and delivered by Parent and, assuming due execution by Seller, this Agreement is a valid and legally binding obligation of Parent, enforceable against Parent in accordance with its terms, except as such agreement may be subject to bankruptcy, insolvency, 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.

Authorization; Binding Effect. (a) NO BREACH Each Seller's execution, delivery and performance of Buyer and Parent has all requisite power and authority to execute and deliver this Agreement and each Collateral Agreement Transaction Document to which it will be such Seller is a party and to consummate the transactions contemplated hereby and thereby, and has have been duly authorized by such Seller. Each Transaction Document to which such Seller or any of the Stockholders is a party constitutes a valid and binding obligation of such Person which is enforceable in accordance with its terms. Except as set forth on the attached Consents Schedule, the execution, delivery and performance of this Agreement and each Collateral Agreement the Transaction Documents to which it will be such Seller or Stockholder is a party do not and will not (i) conflict with or result in a breach of the 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 all requisite action. (b) This Agreement and each Collateral Agreement 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 it will be a party has been or, on or prior to the Closing will be, duly executed and delivered by Buyer and, assuming due execution by such Seller, this Agreement is, and each Collateral Agreement to which Buyer will be a party, when duly executed and delivered by Buyer, will be, valid and legally binding obligations Stockholder or any of Buyer, enforceable against Buyer in accordance with their respective termssuch Seller's assets is subject. Without limiting the generality of the foregoing, except as set forth on the attached Consents Schedule, neither such agreements may be subject to bankruptcy, insolvency, 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.. This Agreement has been duly executed and delivered by Parent and, assuming due execution by Seller, this Agreement Stockholder nor any Affiliate of any of them has entered into any agreement, or is a valid and legally binding bound by any obligation of Parentany kind whatsoever, enforceable against Parent in accordance with its termsdirectly or indirectly to transfer or dispose of (whether by sale of stock or assets, except as 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 any substantial portion thereof) to any Person other than the Purchaser, and neither such agreement may be subject Seller nor Stockholder has entered into any agreement, nor is it bound by any obligation of any kind whatsoever, to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws and equitable principles relating issue any capital stock of the Sellers to or affecting or qualifying the rights of creditors generally and general principles of equityany Person.

Authorization; Binding Effect. (a) Each of Buyer and Parent Seller has all requisite corporate power and authority to execute execute, deliver and deliver perform this Agreement and each Collateral Seller and any of its Affiliates executing any Ancillary Agreement have all requisite corporate power and authority to execute, deliver and perform the Ancillary Agreements to which it will be a party and to consummate the transactions contemplated hereby and thereby, and has duly authorized the execution, delivery and performance of this Agreement and each Collateral Agreement the Ancillary Agreements to which it will be a party and the consummation of the transactions contemplated hereby and thereby have been duly authorized and approved by all requisite actioncorporate action on the part of Seller and its Affiliates, as applicable. (b) This Agreement and each Collateral Agreement to which it will be a party has been or, on or prior to the Closing will be, duly executed and delivered by Buyer and, assuming due execution by Seller, Seller and this Agreement is, and each Collateral Agreement the Ancillary Agreements to which Buyer Seller or any of its Affiliates will be a party, party when duly executed and delivered by BuyerSeller or such Affiliate, as applicable, will be, valid and legally binding obligations of BuyerSeller or such Affiliate, enforceable against Buyer Seller or such Affiliate in accordance with their respective terms, except as such agreements to the extent that enforcement hereby and thereof may be subject to affected by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium moratorium, fraudulent transfer, insolvency and other similar laws and equitable principles relating to or Laws of general application affecting or qualifying the rights and remedies of creditors generally and by general principles 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 equity.. This the Voting and Shareholders’ Agreement has been duly executed to the execution, delivery and delivered by Parent and, assuming due execution by Seller, 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 a valid required in connection with the execution, delivery and legally binding obligation performance of Parent, enforceable against Parent in accordance with its terms, except as such agreement may be subject to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium this Agreement and other similar laws the Ancillary Agreements and equitable principles relating to or affecting or qualifying the rights consummation of creditors generally the transactions contemplated hereby and general principles of equitythereby.

Authorization; Binding Effect. (a) Each of Buyer The Company and Parent each Subsidiary Guarantor has all the requisite power and authority to execute enter into, deliver and deliver perform its obligations under this Agreement Amendment and each Collateral Agreement the other Amendment Documents to which it will be is a party (or which it has consented to or acknowledged) and to consummate the transactions contemplated hereby and thereby. The Company has the requisite power and authority to issue, sell, deliver and has duly authorized perform its obligations under the Term F Note. The execution, delivery and performance by the Company and the Subsidiary Guarantors of this Agreement Amendment and each Collateral Agreement 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 action. (b) necessary corporate action on the part of the Company and the Subsidiary Guarantors, as applicable. This Agreement and each Collateral Agreement to which it will be a party has been or, on or prior to the Closing will be, duly executed and delivered by Buyer and, assuming due execution by Seller, this Agreement is, and each Collateral Agreement to which Buyer will be a party, when duly executed and delivered by Buyer, will be, valid and legally binding obligations of Buyer, enforceable against Buyer in accordance with their respective terms, except as such agreements may be subject to bankruptcy, insolvency, 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.. This Agreement Amendment has been duly executed and delivered by Parent the Company and the Subsidiary Guarantors (or consented to or acknowledged by the Subsidiary Guarantors) and, assuming due execution by Selleron the Fourth Amendment Effective Date, this Agreement the Term F Note and each of the other Amendment Documents to which it is a party will be duly executed and delivered by the Company and the Subsidiary Guarantors (or duly 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 obligation obligations of Parentthe Company and each Subsidiary Guarantor (to the extent it is a party thereto), enforceable against Parent the Company and each such Subsidiary Guarantor in accordance with its terms, except as such agreement enforcement may be subject to limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other moratorium, fraudulent transfer or conveyance or similar laws and relating to or limiting creditors’ rights generally or by equitable principles relating to or affecting or qualifying the enforceability and except as rights of creditors generally and general principles of equityindemnity or contribution may be limited by federal or state securities or other laws or the public policy underlying such laws.

Authorization; Binding Effect. (a) Each of Buyer and Parent The Company has all requisite 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 Agreement and each Collateral Agreement the other documents contemplated hereby to which it will is or is specified to be a party party, (b) perform its obligations hereunder and to 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 has duly authorized delivery by the execution, delivery and performance Company of this Agreement and each Collateral Agreement the 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 action. (b) corporate action 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. 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 been, and each Collateral Agreement to which it will be a party has been or, on or prior to the Closing the other documents contemplated hereby to which the Company is or is specified to be a party have been or will be, be duly executed and delivered by Buyer andthe Company and assuming the due authorization, assuming due execution and delivery by Sellereach of the other parties hereto, this Agreement isconstitute, and each Collateral Agreement to which Buyer will be a party, or when duly executed and delivered by Buyerwill constitute, will bethe legal, valid and legally binding obligations obligation of Buyerthe Company, enforceable against Buyer in accordance with their respective termsterms and conditions, except as such agreements enforceability may be subject to limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar Laws affecting the enforceability of creditors’ rights generally and other similar laws and by general equitable principles relating to (whether considered in a proceeding at law or affecting or qualifying in equity) (the rights of creditors generally and general principles of equity.. This Agreement has been duly executed and delivered by Parent and, assuming due execution by Seller, this Agreement is a valid and legally binding obligation of Parent, enforceable against Parent in accordance with its terms, except as such agreement may be subject to bankruptcy, insolvency, 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“Enforceability Exceptions”).