Common use of Authorization; Binding Effect Clause in Contracts

Authorization; Binding Effect. (a) Buyer has all requisite corporate power and authority to execute and deliver this Agreement and each Collateral Agreement to which it is or will be a party and to effect the transactions contemplated hereby and thereby. The execution, delivery and performance by Buyer of this Agreement and each Collateral Agreement to which it is or will be a party and the consummation by Buyer of the transactions contemplated hereby and thereby has been duly and validly approved by Buyer’s Board of Directors and such number of its shareholders as is required by Colorado law and Buyer’s Articles of Incorporation, and no other corporate actions or proceedings on the part of Buyer are necessary to authorize the execution, delivery and performance by Buyer of this Agreement or the Collateral Agreements to which it is or will be a party or the transactions contemplated hereby and thereby. (b) Buyer has duly and validly executed and delivered this Agreement. When this Agreement and each of the Collateral Agreements to which Buyer is or will be a party have been duly executed and delivered by Buyer and (assuming due execution by Seller), this Agreement and each such Collateral Agreement to which it is a party will constitute valid and legally binding obligations of Buyer, enforceable against 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.

Authorization; Binding Effect. (a) Buyer Seller has all requisite corporate company power and authority to execute and deliver this Agreement and each Collateral Agreement to which it is or will be a party and to effect the transactions contemplated hereby and thereby. The execution, delivery and performance by Buyer Seller of this Agreement and each Collateral Agreement to which it is or will be a party and the consummation by Buyer Seller of the transactions contemplated hereby and thereby has have been duly and validly approved by BuyerSeller’s Board of Directors Directors, and such number of its shareholders as is required by Colorado law and BuyerSeller’s Articles of IncorporationIncorporation to authorize performance of this Agreement and the Collateral Agreements, and no other corporate company actions or proceedings on the part of Buyer Seller, Seller’s shareholders or any Affiliate of Seller are necessary to authorize the execution, delivery and performance by Buyer Seller of this Agreement or the Collateral Agreements to which it is or will be a party or the transactions contemplated hereby and thereby. (b) Buyer Seller has duly and validly executed and delivered this Agreement. When this Agreement and each of the Collateral Agreements to which Buyer is or will be a party have been duly executed and delivered by Buyer and Seller (assuming due execution by Buyer and any party to such agreements other than Seller), this Agreement and each such Collateral Agreement to which it is a party will constitute valid and legally binding obligations of BuyerSeller, enforceable against them 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.

Authorization; Binding Effect. (a) Buyer Each Seller has all requisite corporate 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 effect the transactions contemplated hereby and thereby. The execution, delivery and performance by Buyer each Seller of this Agreement and each Collateral Transaction Agreement to which it is or will be a party and the consummation by Buyer Sellers of the transactions contemplated hereby and thereby has have been duly and validly approved by Buyereach Seller’s Board of Directors Directors, and, with respect to CRA and CCI, such number of its shareholders equity holders as is required by Colorado Texas law and BuyerCRA’s Articles Certificate of IncorporationFormation to authorize performance of this Agreement and the Transaction Agreements, and no other corporate company actions or proceedings on the part of Buyer a Seller, a Seller’s equity holders or any Affiliate of a Seller are necessary to authorize the execution, delivery and performance by Buyer Sellers of this Agreement or the Collateral Transaction Agreements to which it any such Seller is or will be a party or the transactions contemplated hereby and thereby. (b) Buyer Each Seller has duly and validly executed and delivered this Agreement. When this Agreement and each of the Collateral Transaction Agreements to which Buyer is or will be a party have been 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 and each such Collateral Transaction Agreement to which it is a party will constitute valid and legally binding obligations of Buyersuch Seller, enforceable against them 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.

Authorization; Binding Effect. (a) Each of Buyer and Parent has all requisite corporate power and authority to execute and deliver this Agreement and each Collateral Agreement to which it is or will be a party and to effect consummate the transactions contemplated hereby and thereby. The , and has duly authorized the execution, delivery and performance by Buyer of this Agreement and each Collateral Agreement to which it is or will be a party and the consummation by Buyer of the transactions contemplated hereby and thereby has been duly and validly approved by Buyer’s Board of Directors and such number of its shareholders as is required by Colorado law and Buyer’s Articles of Incorporation, and no other corporate actions or proceedings on the part of Buyer are necessary to authorize the execution, delivery and performance by Buyer of this Agreement or the Collateral Agreements to which it is or will be a party or the transactions contemplated hereby and therebyall requisite action. (b) Buyer has duly and validly executed and delivered this Agreement. When this This Agreement and each of the Collateral Agreements Agreement to which Buyer is or it will be a party have has been or, on or prior to the Closing will be, duly executed and delivered by Buyer and (and, assuming due execution by Seller), this Agreement is, and each such Collateral Agreement to which it is Buyer will be a party party, when duly executed and delivered by Buyer, will constitute be, valid and legally binding obligations of Buyer, enforceable against them 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) Buyer Each Seller has all requisite corporate power and authority to execute and deliver this Agreement and each Collateral Agreement to which it is or will be a party and to effect the transactions contemplated hereby and thereby. The Except as set forth on Schedule 3.2, the execution, delivery and performance by Buyer each Seller of this Agreement and each Collateral Agreement to which it is or will be a party and the consummation by Buyer each Seller of the transactions contemplated hereby and thereby has have been duly and validly approved by Buyer’s Board each Seller's board of Directors and such number of its shareholders as is directors and, to the extent required by Colorado law applicable Law or Contract, by any Affiliate of any Seller, and Buyer’s Articles all stockholders or other securityholders of Incorporationeach Seller (and each Affiliate of any Seller) entitled to vote thereon, and no other corporate actions or proceedings on the part of Buyer 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 Buyer each Seller of this Agreement or the Collateral Agreements to which it is or will be a party or the transactions contemplated hereby and thereby. (b) Buyer Except as set forth on Schedule 3.2, this Agreement has been, and each Collateral Agreement to which Sellers will be a party will be, on or prior to First Stage Closing Date, duly and validly executed and delivered this Agreementby each Seller, as applicable. When Assuming due execution by Buyers, this Agreement is, and each of the Collateral Agreements Agreement to which Buyer is or Sellers will be a party have been party, when duly executed and delivered by Buyer and (assuming due execution by each applicable Seller), this Agreement and each such Collateral Agreement to which it is a party will constitute be, valid and legally binding obligations of Buyereach applicable Seller, enforceable against them 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.

Authorization; Binding Effect. (a) Buyer has and Parent have all requisite corporate power and authority to execute and deliver this Agreement and each Collateral Agreement to which it is they are or will be a party parties and to effect the transactions contemplated hereby and thereby. The execution, delivery and performance by Buyer and Parent of this Agreement and each Collateral Agreement to which it is they are or will be a party parties and the consummation by Buyer and Parent of the transactions contemplated hereby and thereby has have been duly and validly approved by Buyer’s Board and Parent’s boards of Directors and such number of its shareholders as is required by Colorado law and Buyer’s Articles of Incorporationdirectors, 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 it is they are or will be a party parties or the transactions contemplated hereby and thereby. (b) Buyer has and Parent have duly and validly executed and delivered this Agreement. When this Agreement and each of the Collateral Agreements to which Buyer is and Parent are or will be a party have been duly executed and delivered by Buyer and Parent and (assuming due execution by SellerSellers), this Agreement and each such Collateral Agreement to which it is a party they are parties will constitute valid and legally binding obligations of BuyerBuyer and Parent, enforceable against 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. (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 outstanding, and 1,500,000 shares of preferred stock, par value $0.001 per share, of which zero are issued and outstanding. Except as otherwise disclosed herein or as disclosed in the SEC Documents, (i) no shares of Parent’s capital stock are subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by Parent, (ii) there are no outstanding debt securities, (iii) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into or exchangeable for, any shares of capital stock of Parent or any of its subsidiaries, or contracts, commitments, understandings or arrangements by which Parent or any of its subsidiaries is or may become bound to issue additional shares of capital stock of Parent or any of its subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of Parent or any of its subsidiaries, (iv) other than as disclosed in the SEC Documents, there are no agreements or arrangements under which Parent or any of its subsidiaries is obligated to register the sale of any of their securities under the Securities Act, (v) there are no outstanding securities or instruments of Parent or any of its subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which Parent or any of its subsidiaries is or may become bound to redeem a security of Parent or any of its subsidiaries, (vi) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the 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 contemporaneously at Closing: (i) 900,000 shares of Common Stock issued with respect to the cash exercise of the Company’s warrants at an exercise price of $0.25 per share; (ii) 2,500,000 shares of Common Stock to be issued to directors, officers and employees of Parent; and (iii) 23,800,000 restricted shares of Common Stock to be issued pursuant to the D-Vasive APA.

Authorization; Binding Effect. (a) Buyer The Company and each of its Subsidiaries has all requisite full corporate or limited liability company power and authority to own, lease and operate its assets and properties and carry on its business as presently conducted. (b) The Company has full corporate power and authority to execute and deliver this Agreement and each Collateral Agreement the other documents contemplated hereby to which it is or will be a party party, to perform its obligations hereunder and thereunder and to effect consummate the transactions contemplated hereby and thereby. The execution, execution and delivery and performance by Buyer the Company of this Agreement and each Collateral Agreement the other documents contemplated hereby to which it is or will be a party party, the performance by the Company of its obligations hereunder and thereunder and the consummation by Buyer the Company of the transactions contemplated hereby and thereby has have been duly and validly approved authorized by Buyer’s Board of Directors and such number of its shareholders as is required by Colorado law and Buyer’s Articles of Incorporation, all requisite corporate action and no other corporate actions or proceedings on the Company’s part of Buyer are necessary to authorize the execution, delivery and or performance by Buyer of this Agreement or to consummate the Collateral Agreements Merger, other than the affirmative vote or consent of a majority of the issued and 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 is or will be a party or approve and adopt this Agreement, approve the Merger, and consummate the Merger and the other transactions contemplated hereby and therebyhereby. (bc) Buyer has duly and validly executed and delivered this Agreement. When this This Agreement and each of the Collateral Agreements other documents contemplated hereby to which Buyer the Company is or will be a party have been or will be duly executed and delivered by Buyer the Company and (assuming due execution by Seller)constitute, this Agreement or when executed and each such Collateral Agreement to which it is a party delivered will constitute constitute, the valid and legally binding obligations obligation of Buyerthe Company, enforceable against them 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 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) Buyer has all requisite corporate power and authority to execute and deliver this Agreement and each Collateral Agreement to which it is or will be a party and to effect the transactions contemplated hereby and thereby. The execution, delivery and performance by Buyer the Company of this Agreement and each Collateral Agreement to which it is or will be a party the Transaction Agreements at the Initial Closing and the Second Closing, as applicable, and the consummation and performance by Buyer the Company of the transactions contemplated hereby and thereby has thereby, have been duly and validly approved authorized by Buyer’s Board all necessary limited liability company action of Directors and such number of its shareholders as is required by Colorado law and Buyer’s Articles of Incorporation, and no other corporate actions or proceedings on the part of Buyer are necessary to authorize the execution, delivery and performance by Buyer of this Agreement or the Collateral Agreements to which it is or will be a party or the transactions contemplated hereby and thereby. (b) Buyer has duly and validly executed and delivered this AgreementCompany. When this This Agreement and each of the Collateral Transaction Agreements executed and delivered by the Company at the Initial Closing have been, and each of the Transaction Agreements to which Buyer is or be executed and delivered by the Company at the Second Closing will be a party have been be, duly executed and delivered by Buyer and (assuming due execution by Seller)constitute, this Agreement and each such Collateral Agreement or in the case of the Transaction Agreements to which it is a party be delivered at the Second Closing will constitute constitute, legal, valid and legally binding obligations of Buyerthe Company, enforceable against them 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 equitywhether 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 and the Transaction Agreements to be executed and delivered at the Initial Closing and to the consummation and performance of the transactions contemplated hereby and thereby at the Initial Closing (including the issuance and/or sale of the Preferred Units and the Common Units to Purchaser at the Initial Closing to Purchaser) have been taken. All proceedings or actions required to be taken by the Company relating to the execution and delivery of the Transaction Agreements to be executed and delivered at the Second Closing and to the consummation and performance of the transactions contemplated hereby and thereby at the Second Closing (including the issuance and/or sale of the Preferred Units and the Common Units at the Second Closing to Purchaser) will be taken prior to the Second Closing. The issuance and/or sale of the Preferred Units and the Common Units to Purchaser is not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with.

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) Buyer has all requisite corporate power and authority to execute and deliver this Agreement and each Collateral Agreement to which it is or will be a party and to effect the transactions contemplated hereby and thereby. The execution, delivery and performance by Buyer of this Agreement and each Collateral Agreement to which it is or will be a party and the consummation by Buyer of the transactions contemplated hereby and thereby has been duly and validly approved authorized by Buyer’s Board of Directors and such number of its shareholders as is required by Colorado law and Buyer’s Articles of Incorporationall necessary corporate and, and no other corporate actions or proceedings on the part of Buyer are necessary to authorize the executionif applicable, delivery and performance by Buyer of this Agreement or the Collateral Agreements to which it is or will be a party or the transactions contemplated hereby and thereby. shareholder action, (b) Buyer has duly and validly executed and delivered this Agreement. When this Agreement and each does not conflict with any of the Collateral Agreements to which Buyer is provisions contained in the respective Charter or will be a party have been duly executed and delivered by Buyer and (assuming due execution by by-laws of such Seller), this Agreement and each such Collateral Agreement or in any agreement, indenture or other instrument to which it is a party 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 Seller represents for itself and not jointly that this Agreement and the other instruments to be executed and delivered by such Seller in accordance herewith will constitute valid and legally binding obligations of Buyer, such Seller enforceable against them 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 equitygenerally.

Authorization; Binding Effect. (a) Buyer has and Parent have all requisite corporate power and authority to execute and deliver this Agreement and each Collateral Agreement to which it is they are or will be a party parties and to effect the transactions contemplated hereby and thereby. The execution, delivery and performance by Buyer and Parent of this Agreement and each Collateral Agreement to which it is they are or will be a party parties and the consummation by Buyer and Parent of the transactions contemplated hereby and thereby has have been duly and validly approved by Buyer’s Board and Parent’s boards of Directors and such number of its shareholders as is required by Colorado law and Buyer’s Articles of Incorporationdirectors, 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 it is they are or will be a party parties or the transactions contemplated hereby and thereby. (b) Buyer has and Parent have duly and validly executed and delivered this Agreement. When this Agreement and each of the Collateral Agreements to which Buyer is and Parent are or will be a party have been duly executed and delivered by Buyer and Parent and (assuming due execution by SellerSellers), this Agreement and each such Collateral Agreement to which it is a party they are parties will constitute valid and legally binding obligations of BuyerBuyer and Parent, enforceable against 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 (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 outstanding, and 100,000,000 shares of preferred stock, par value $0.0001 per share, of which 40,800,022 are issued and outstanding. Except as otherwise disclosed herein or as disclosed in the SEC Documents, (i) no shares of Parent's capital stock are subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by Parent, (ii) there are no outstanding debt securities, (iii) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into or exchangeable for, any shares of capital stock of Parent or any of its subisidiaries, or contracts, commitments, understandings or arrangements by which Parent or any of its subisidiaries is or may become bound to issue additional shares of capital stock of Parent or any of its subisidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of Parent or any of its subisidiaries, (iv) other than as disclosed in the SEC Documents, there are no agreements or arrangements under which Parent or any of its subisidiaries is obligated to register the sale of any of their securities under the Securities Act, (v) there are no outstanding securities or instruments of Parent or any of its subisidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which Parent or any of its subisidiaries is or may become bound to redeem a security of Parent or any of its subisidiaries, (vi) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the 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 the holders thereof in respect thereto.

Authorization; Binding Effect. (a) Buyer The Company has all full corporate power and authority to own, lease and operate its assets and properties and carry on its business as presently conducted. The Company has the requisite corporate power and authority to (a) execute and deliver this Agreement and each Collateral Agreement the other documents contemplated hereby to which it is or will is specified to be a party party, (b) perform its obligations hereunder and thereunder and (c) consummate the transactions contemplated hereby and thereby, subject in the case of the Merger to receiving the Requisite Stockholder Approval. The execution and delivery by the Company of this Agreement and the other documents contemplated hereby to which the Company is or is specified to be a party, the performance by the Company of its obligations hereunder and thereunder, and the consummation by the Company of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action 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 effect approve the transactions contemplated hereby and thereby. The execution, delivery and performance by Buyer of this Agreement and each Collateral Agreement to which it is or Requisite Stockholder Approval will be a party and the consummation by Buyer of the transactions contemplated hereby and thereby has have been duly and validly approved obtained by Buyer’s Board virtue of Directors and such number of its shareholders as is required by Colorado law and Buyer’s Articles of Incorporationthe Stockholder Written Consent delivered to the Company in accordance with the DGCL. This Agreement has been, and no on or prior to the Closing the other corporate actions or proceedings on the part of Buyer are necessary to authorize the execution, delivery and performance by Buyer of this Agreement or the Collateral Agreements documents contemplated hereby to which it the Company is or will be a party or the transactions contemplated hereby and thereby. (b) Buyer has duly and validly executed and delivered this Agreement. When this Agreement and each of the Collateral Agreements is specified to which Buyer is or will be a party have been or will be duly executed and delivered by Buyer the Company and (assuming the due authorization, execution and delivery by Seller)each of the other parties hereto, this Agreement constitute, or when executed and each such Collateral Agreement to which it is a party delivered will constitute constitute, the legal, valid and legally binding obligations obligation of Buyerthe Company, enforceable against them 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“Enforceability Exceptions”).

Authorization; Binding Effect. (a) Buyer Subject to obtaining board and/or shareholder approval of this Agreement prior to Closing, each Seller has all requisite corporate power and authority to execute and deliver this Agreement and each Collateral Agreement to which it is or will be a party and to effect the transactions contemplated hereby and thereby. The execution, delivery and performance by Buyer AFI of this Agreement and each Collateral Agreement to which it is or will be a party and the consummation by Buyer AFI of the transactions contemplated hereby and thereby has have been duly and validly approved by BuyerAFI’s Board shareholders and board of Directors and such number of its shareholders as is required by Colorado law and Buyer’s Articles of Incorporationdirectors, and no other corporate company actions or proceedings on the part of Buyer AFI or any Affiliate of AFI are necessary to authorize the execution, delivery and performance by Buyer AFI of this Agreement or the Collateral Agreements to which it is or will be a party or the transactions contemplated hereby and therebythereby save and except shareholder approval. (b) Buyer has Sellers have duly and validly executed and delivered this Agreement. When this Agreement and each of the Collateral Agreements to which Buyer is Sellers are or will be a party Party have been 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 and each such Collateral Agreement to which it is a party will constitute valid and legally binding obligations of BuyerSellers, enforceable against them 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.

Authorization; Binding Effect. (a) Buyer has and Parent have all requisite corporate power and authority to execute and deliver this Agreement and each Collateral Agreement to which it is they are or will be a party parties and to effect the transactions contemplated hereby and thereby. The execution, delivery and performance by Buyer and Parent of this Agreement and each Collateral Agreement to which it is they are or will be a party parties and the consummation by Buyer and Parent of the transactions contemplated hereby and thereby has have been duly and validly approved by Buyer’s Board and Parent’s boards of Directors and such number of its shareholders as is required by Colorado law and Buyer’s Articles of Incorporationdirectors, 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 it is they are or will be a party parties or the transactions contemplated hereby and thereby. (b) Buyer has and Parent have duly and validly executed and delivered this Agreement. When this Agreement and each of the Collateral Agreements to which Buyer is and Parent are or will be a party have been duly executed and delivered by Buyer and Parent and (assuming due execution by SellerSellers), this Agreement and each such Collateral Agreement to which it is a party they are parties will constitute valid and legally binding obligations of BuyerBuyer and Parent, enforceable against 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. (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 outstanding, and 1,500,000 shares of preferred stock, par value $0.001 per share, of which [ ] are issued and outstanding. Except as otherwise disclosed herein or as disclosed in the SEC Documents, (i) no shares of Parent’s capital stock are subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by Parent, (ii) there are no outstanding debt securities, (iii) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into or exchangeable for, any shares of capital stock of Parent or any of its subsidiaries, or contracts, commitments, understandings or arrangements by which Parent or any of its subsidiaries is or may become bound to issue additional shares of capital stock of Parent or any of its subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of Parent or any of its subsidiaries, (iv) other than as disclosed in the SEC Documents, there are no agreements or arrangements under which Parent or any of its subsidiaries is obligated to register the sale of any of their securities under the Securities Act, (v) there are no outstanding securities or instruments of Parent or any of its subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which Parent or any of its subsidiaries is or may become bound to redeem a security of Parent or any of its subsidiaries, (vi) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the 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 the holders thereof in respect thereto. The foregoing is subject to the following issuances contemplated prior to Closing: (i) 5,400,000 shares of Common Stock issued with respect to the cash exercise of the Company’s warrants at an exercise price of $0.25 per share; and (ii) 2,500,000 shares of Common Stock to be issued to directors, officers and employees of Parent.

Authorization; Binding Effect. (a) Buyer Each of Parent and 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 is or will be a party the agreements, contracts and documents executed and/or delivered pursuant hereto by Parent and the Seller Parties and to effect the transactions contemplated hereby perform its obligations hereunder and therebythereunder. The execution, delivery and performance by Buyer of this Agreement Agreement, the agreements, contracts and each Collateral Agreement to which it is or will be a party documents executed and/or delivered pursuant hereto by Parent and the Seller Parties and the consummation by Buyer of the transactions contemplated hereby and thereby has been duly and validly approved by Buyer’s Board of Directors and such number of its shareholders as is required by Colorado law and Buyer’s Articles of IncorporationTransaction have been, and no other as of the Closing Date will be, duly authorized by all necessary corporate actions or proceedings action on the part of Buyer are 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 to authorize in connection with the execution, delivery and performance by Buyer of this Agreement Agreement, the agreements, contracts and documents executed and/or delivered pursuant hereto by Parent or the Collateral Agreements to which it is or will be a party or Seller Parties and the transactions contemplated hereby and thereby. (b) Buyer has duly and validly executed and delivered this Agreementconsummation of the Transaction. When this This Agreement and each the agreements, contracts and documents executed and/or delivered pursuant hereto by Parent and the Seller Parties have been, or in the case of agreements, documents and contracts entered into as of the Collateral Agreements to which Buyer is or Closing Date will be a party have been been, duly executed and delivered by Buyer Parent and (assuming due execution by Seller)the Seller Parties and constitutes, this Agreement or in the case of agreements, documents and contracts entered into as of the Closing Date will constitute, the legal, valid and binding obligation of Parent and each such Collateral Agreement to which it is a party will constitute valid and legally binding obligations of BuyerSeller Party, enforceable against them 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 applicable rules and principles of equity.

Authorization; Binding Effect. (ai) Buyer Such Shareholder and, if such Shareholder is also acting as the Shareholders’ Representative, the Shareholders’ Representative has the legal capacity and authority to execute this Agreement and the Transaction Documents to which 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 the legal capacity and authority, including the requisite corporate power and authority under the applicable Declaration of Trust, and is competent to execute and deliver this Agreement and each Collateral Agreement the other Transaction Documents to which it such Trust is or will be a party on behalf of such Trust in his or her capacity as a Trustee of such Trust and to effect perform his or her obligations hereunder and to consummate the transactions contemplated hereby and thereby. The execution, execution and delivery and performance by Buyer such Shareholder of this Agreement and each Collateral Agreement the Transaction Documents to which it such Shareholder is or will be a party party, the performance by such Shareholder of such Shareholder’s obligations hereunder and thereunder and the consummation by Buyer such Shareholder of the transactions contemplated hereby and thereby has have been duly and validly approved authorized by Buyer’s Board of Directors and such number of its shareholders as is required by Colorado law and Buyer’s Articles of Incorporationall requisite action, and no other corporate actions or proceedings if any, on the part of Buyer are necessary to authorize the execution, delivery and performance by Buyer of this Agreement or the Collateral Agreements such Shareholder. Each Transaction Document to which it such Shareholder is or will be a party or the transactions contemplated hereby and thereby. (b) Buyer has duly and validly executed and delivered this Agreement. When this Agreement and each of the Collateral Agreements to which Buyer is or will be a party have been duly executed and delivered by Buyer such Shareholder, and (assuming due authorization, execution and delivery by Seller)the other parties) constitutes a legal, this Agreement and each such Collateral Agreement to which it is a party will constitute valid and legally binding obligations obligation of Buyer, such Shareholder enforceable against them such Shareholder in accordance with their respective its terms, except as such agreements 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.