Common use of Authorization; No Restrictions, Consents or Approvals Clause in Contracts

Authorization; No Restrictions, Consents or Approvals. Alamo CBD has full power and authority to enter into and perform its obligations under this Agreement. This Agreement has been duly executed by Alamo CBD and constitutes the legal, valid, binding and enforceable obligation of Alamo CBD, enforceable against Alamo CBD in accordance with its terms. The execution and delivery of this Agreement and the consummation by Alamo CBD of the Transactions contemplated hereby do not and will not on the Closing Date (A) conflict with or violate any of the terms of the articles of incorporation and bylaws of Alamo CBD or any applicable law relating to Alamo CBD, (B) conflict with, or result in a breach of any of the terms of, or result in the acceleration of any indebtedness or obligations under, any material agreement, obligation or instrument by which Alamo CBD is bound or to which any property of Alamo CBD is subject, or constitute a default thereunder, other than those material agreements, obligations or instruments for which Alamo CBD has obtained consent for the Transactions contemplated under this Agreement, (C) result in the creation or imposition of any lien on any of the assets of Alamo CBD, (D) constitute an event permitting termination of any material agreement or instrument to which Alamo CBD is a party or by which any property or asset of Alamo CBD is bound or affected, pursuant to the terms of such agreement or instrument, other than those material agreements or instruments for which Alamo CBD has obtained consent for the Transactions contemplated under this Agreement, or (E) conflict with, or result in or constitute a default under or breach or violation of or grounds for termination of, any license, permit or other governmental authorization to which Alamo CBD is a party or by which Alamo CBD may be bound, or result in the violation by Alamo CBD of any laws to which Alamo CBD may be subject, which would materially adversely affect the Transactions contemplated herein. No authorization, consent or approval of, notice to, or filing with, any public body or governmental authority or any other person is necessary or required in connection with the execution and delivery by Alamo CBD of this Agreement or the performance by Alamo CBD of its obligations hereunder.

Authorization; No Restrictions, Consents or Approvals. Alamo CBD Indoor Harvest has full power and authority to enter into and perform its obligations under this Agreement. This Agreement has been duly executed by Alamo CBD Indoor Harvest and constitutes the legal, valid, binding and enforceable obligation of Alamo CBDIndoor Harvest, enforceable against Alamo CBD Indoor Harvest in accordance with its terms. The execution and delivery of this Agreement and the consummation by Alamo CBD Indoor Harvest of the Transactions contemplated hereby herein (including the issuance of the Indoor Harvest Shares in exchange for the Alamo CBD Interests) do not and will not on the Closing Date (A) conflict with or violate any of the terms of the articles of incorporation and bylaws of Alamo CBD Indoor Harvest or any applicable law relating to Alamo CBDIndoor Harvest, (B) conflict with, or result in a breach of any of the terms of, or result in the acceleration of any indebtedness or obligations under, any material agreement, obligation or instrument by which Alamo CBD Indoor Harvest is bound or to which any property of Alamo CBD Indoor Harvest is subject, or constitute a default thereunder, other than those material agreements, obligations or instruments for which Alamo CBD Indoor Harvest has obtained consent for the Transactions contemplated under this Agreement, (C) result in the creation or imposition of any lien on any of the assets of Alamo CBDIndoor Harvest, (D) constitute an event permitting termination of any material agreement or instrument to which Alamo CBD Indoor Harvest is a party or by which any property or asset of Alamo CBD Indoor Harvest is bound or affected, pursuant to the terms of such agreement or instrument, other than those material agreements or instruments for which Alamo CBD Indoor Harvest has obtained consent for the Transactions contemplated under this Agreement, or (E) conflict with, or result in or constitute a default under or breach or violation of or grounds for termination of, any license, permit or other governmental authorization to which Alamo CBD Indoor Harvest is a party or by which Alamo CBD Indoor Harvest may be bound, or result in the violation by Alamo CBD Indoor Harvest of any laws to which Alamo CBD Indoor Harvest may be subject, which would materially adversely affect the Transactions contemplated herein. No authorization, consent or approval of, notice to, or filing with, any public body or governmental authority or any other person is necessary or required in connection with the execution and delivery by Alamo CBD Indoor Harvest of this Agreement or the performance by Alamo CBD Indoor Harvest of its obligations hereunder.

Authorization; No Restrictions, Consents or Approvals. Alamo CBD BioLargo has full power and authority to enter into and perform its obligations under this Agreement. This Agreement has been duly executed by Alamo CBD BioLargo and constitutes the legal, valid, binding and enforceable obligation of Alamo CBDBioLargo, enforceable against Alamo CBD BioLargo in accordance with its terms. The execution and delivery of this Agreement and the consummation by Alamo CBD BioLargo of the Transactions transactions contemplated hereby herein (including the issuance of the BioLargo Shares in exchange for the Tendered Shares) do not and will not on the Closing Date (A) conflict with or violate any of the terms of the articles of incorporation and bylaws of Alamo CBD BioLargo or any applicable law relating to Alamo CBDBioLargo, (B) conflict with, or result in a breach of any of the terms of, or result in the acceleration of any indebtedness or obligations under, any material agreement, obligation or instrument by which Alamo CBD BioLargo is bound or to which any property of Alamo CBD BioLargo is subject, or constitute a default thereunder, other than those material agreements, obligations or instruments for which Alamo CBD BioLargo has obtained consent for the Transactions transactions contemplated under this Agreement, (C) result in the creation or imposition of any lien on any of the assets of Alamo CBDBioLargo, (D) constitute an event permitting termination of any material agreement or instrument to which Alamo CBD BioLargo is a party or by which any property or asset of Alamo CBD BioLargo is bound or affected, pursuant to the terms of such agreement or instrument, other than those material agreements or instruments for which Alamo CBD BioLargo has obtained consent for the Transactions transactions contemplated under this Agreement, or (E) conflict with, or result in or constitute a default under or breach or violation of or grounds for termination of, any license, permit or other governmental authorization to which Alamo CBD BioLargo is a party or by which Alamo CBD BioLargo may be bound, or result in the violation by Alamo CBD BioLargo of any laws to which Alamo CBD BioLargo may be subject, which would materially adversely affect the Transactions transactions contemplated herein. No authorization, consent or approval of, notice to, or filing with, any public body or governmental authority or any other person is necessary or required in connection with the execution and delivery by Alamo CBD BioLargo of this Agreement or the performance by Alamo CBD BioLargo of its obligations hereunder.

Authorization; No Restrictions, Consents or Approvals. Alamo CBD TalenTec has full power and authority to enter into and perform its obligations under this Agreement. This Agreement has been duly executed by Alamo CBD T▇▇▇▇▇▇▇ and constitutes the legal, valid, binding and enforceable obligation of Alamo CBDTalenTec, enforceable against Alamo CBD TalenTec in accordance with its terms. The execution and delivery of this Agreement and the consummation by Alamo CBD TalenTec of the Transactions transactions contemplated hereby herein do not and will not on the Closing Date (A) conflict with or violate any of the terms of the constitution or charter or memorandum and articles of association or incorporation and bylaws documents, as applicable, of Alamo CBD TalenTec or any applicable law relating to Alamo CBDTalenTec, (B) conflict with, or result in a breach of any of the terms of, or result in the acceleration of any indebtedness or obligations under, any material agreement, obligation or instrument by which Alamo CBD TalenTec is bound or to which any property of Alamo CBD TalenTec is subject, or constitute a default thereunder, other than those material agreements, obligations or instruments for which Alamo CBD TalenTec has obtained consent for the Transactions transactions contemplated under this Agreement, (C) result in the creation or imposition of any lien on any of the assets of Alamo CBDTalenTec, (D) constitute an event permitting termination of any material agreement or instrument to which Alamo CBD TalenTec is a party or by which any property or asset of Alamo CBD TalenTec is bound or affected, pursuant to the terms of such agreement or instrument, other than those material agreements or instruments for which Alamo CBD TalenTec has obtained consent for the Transactions transactions contemplated under this Agreement, or (E) conflict with, or result in or constitute a default under or breach or violation of or grounds for termination of, any license, permit or other governmental authorization to which Alamo CBD TalenTec is a party or by which Alamo CBD TalenTec may be bound, or result in the violation by Alamo CBD TalenTec of any laws to which Alamo CBD TalenTec may be subject, which would materially adversely affect the Transactions transactions contemplated herein. No authorization, consent or approval of, notice to, or filing with, any public body or governmental authority or any other person is necessary or required in connection with the execution and delivery by Alamo CBD TalenTec of this Agreement or the performance by Alamo CBD TalenTec of its obligations hereunder.

Authorization; No Restrictions, Consents or Approvals. Alamo CBD BSKE has full power and authority to enter into and perform its obligations under this Agreement. This Agreement has been duly executed by Alamo CBD BSKE and constitutes the legal, valid, binding and enforceable obligation of Alamo CBDBSKE, enforceable against Alamo CBD BSKE in accordance with its terms. The execution and delivery of this Agreement and the consummation by Alamo CBD BSKE of the Transactions transactions contemplated hereby herein (including the issuance of the BSKE Shares in exchange for the TalenTec Shares) do not and will not on the Closing Date (A) conflict with or violate any of the terms of the constitution or charter or memorandum and articles of association or incorporation and bylaws documents, as applicable, of Alamo CBD BSKE or any applicable law relating to Alamo CBDBSKE, (B) conflict with, or result in a breach of any of the terms of, or result in the acceleration of any indebtedness or obligations under, any material agreement, obligation or instrument by which Alamo CBD BSKE is bound or to which any property of Alamo CBD BSKE is subject, or constitute a default thereunder, other than those material agreements, obligations or instruments for which Alamo CBD BSKE has obtained consent for the Transactions transactions contemplated under this Agreement, (C) result in the creation or imposition of any lien on any of the assets of Alamo CBDBSKE, (D) constitute an event permitting termination of any material agreement or instrument to which Alamo CBD BSKE is a party or by which any property or asset of Alamo CBD BSKE is bound or affected, pursuant to the terms of such agreement or instrument, other than those material agreements or instruments for which Alamo CBD BSKE has obtained consent for the Transactions transactions contemplated under this Agreement, or (E) conflict with, or result in or constitute a default under or breach or violation of or grounds for termination of, any license, permit or other governmental authorization to which Alamo CBD BSKE is a party or by which Alamo CBD BSKE may be bound, or result in the violation by Alamo CBD BSKE of any laws to which Alamo CBD BSKE may be subject, which would materially adversely affect the Transactions transactions contemplated herein. No authorization, consent or approval of, notice to, or filing with, any public body or governmental authority or any other person is necessary or required in connection with the execution and delivery by Alamo CBD BSKE of this Agreement or the performance by Alamo CBD BSKE of its obligations hereunder.

Authorization; No Restrictions, Consents or Approvals. Alamo CBD Tribus has full power and authority to enter into and perform its obligations under this Agreement. This Agreement has been duly executed by Alamo CBD Tribus and constitutes the legal, valid, binding and enforceable obligation of Alamo CBDTribus, enforceable against Alamo CBD Tribus in accordance with its terms. The execution and delivery of this Agreement and the consummation by Alamo CBD Tribus of the Transactions transactions contemplated hereby herein do not and will not on the Closing Date (A) conflict with or violate any of the terms of the articles of incorporation and bylaws of Alamo CBD Tribus or any applicable law relating to Alamo CBDTribus, (B) conflict with, or result in a breach of any of the terms of, or result in the acceleration of any indebtedness or obligations under, any material agreement, obligation or instrument by which Alamo CBD Tribus is bound or to which any property of Alamo CBD Tribus is subject, or constitute a default thereunder, other than those material agreements, obligations or instruments for which Alamo CBD Tribus has obtained consent for the Transactions transactions contemplated under this Agreement, (C) result in the creation or imposition of any lien on any of the assets of Alamo CBDTribus, (D) constitute an event permitting termination of any material agreement or instrument to which Alamo CBD Tribus is a party or by which any property or asset of Alamo CBD Tribus is bound or affected, pursuant to the terms of such agreement or instrument, other than those material agreements or instruments for which Alamo CBD Tribus has obtained consent for the Transactions transactions contemplated under this Agreement, or (E) conflict with, or result in or constitute a default under or breach or violation of or grounds for termination of, any license, permit or other governmental authorization to which Alamo CBD Tribus is a party or by which Alamo CBD Tribus may be bound, or result in the violation by Alamo CBD Tribus of any laws to which Alamo CBD Tribus may be subject, which would materially adversely affect the Transactions transactions contemplated herein. No authorization, consent or approval of, notice to, or filing with, any public body or governmental authority or any other person is necessary or required in connection with the execution and delivery by Alamo CBD Tribus of this Agreement or the performance by Alamo CBD Tribus of its obligations hereunder.

Authorization; No Restrictions, Consents or Approvals. Alamo CBD has The Shareholders have full power and authority to enter into and perform its obligations under this Agreement. This Agreement has been duly executed by Alamo CBD the Shareholders and constitutes the legal, valid, binding and enforceable obligation of Alamo CBDthe Shareholders, enforceable against Alamo CBD the Shareholders in accordance with its terms. The execution and delivery of this Agreement Agreement, the exchange of Shares and the consummation by Alamo CBD Advanced of the Transactions transactions contemplated hereby herein, do not and will not on the Closing Date (Ai) conflict with or violate any of the terms of the articles of incorporation and bylaws of Alamo CBD Advanced or any applicable law relating to Alamo CBDthe Shareholders or Advanced, (Bii) conflict with, or result in a breach of any of the terms of, or result in the acceleration of any indebtedness or obligations under, any material agreement, obligation or instrument by which Alamo CBD is the Shareholders or Advanced are bound or to which any property of Alamo CBD the Shareholders or Advanced is subject, or constitute a default thereunder, other than those material agreements, obligations or instruments for which Alamo CBD has obtained consent for the Transactions contemplated under this Agreement, (Ciii) result in the creation or imposition of any lien on any of the assets of Alamo CBDthe Shareholders or Advanced, (Div) constitute an event permitting termination of any material agreement or instrument to which Alamo CBD the Shareholders or Advanced is a party or by which any property or asset of Alamo CBD is the Shareholder or Advanced are bound or affected, pursuant to the terms of such agreement or instrument, other than those material agreements or instruments for which Alamo CBD has obtained consent for the Transactions contemplated under this Agreement, or (Ev) conflict with, or result in or constitute a default under or breach or violation of or grounds for termination of, any license, permit or other governmental authorization to which Alamo CBD is a party the Shareholders or Advanced, are parties or by which Alamo CBD the Shareholders or Advanced may be bound, or result in the violation by Alamo CBD the Shareholders or Advanced of any laws to which Alamo CBD the Shareholder or Advanced may be subject, which would materially adversely affect the Transactions transactions contemplated herein. No authorization, consent or approval of, notice to, or filing with, any public body or governmental authority or any other person is necessary or required in connection with the execution and delivery by Alamo CBD the Shareholders of this Agreement or the performance by Alamo CBD the Shareholders of its their obligations hereunder.

Authorization; No Restrictions, Consents or Approvals. Alamo CBD GENH has full power and authority to enter into and perform its obligations under this Agreement. This Agreement has been duly executed by Alamo CBD GENH and constitutes the legal, valid, binding and enforceable obligation of Alamo CBDGENH, enforceable against Alamo CBD GENH in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. The execution and delivery of this Agreement and the consummation by Alamo CBD GENH of the Transactions transactions contemplated hereby herein (including the issuance of the Contribution Securities in exchange for the Note) do not and will not on the Closing Date (A) conflict with or violate any of the terms of the articles certificate of incorporation and bylaws of Alamo CBD or any applicable law relating to Alamo CBDGENH, (B) conflict with, or result in a breach of any of the terms of, or result in the acceleration of any indebtedness or obligations under, any material agreement, obligation or instrument by which Alamo CBD GENH is bound or to which any property of Alamo CBD GENH is subject, or constitute a default thereunder, other than those material agreements, obligations or instruments for which Alamo CBD GENH has obtained consent for the Transactions transactions contemplated under this Agreement, (C) result in the creation or imposition of any lien Lien on any of the assets of Alamo CBDGENH, (D) constitute an event permitting termination of any material agreement or instrument to which Alamo CBD GENH is a party or by which any property or asset of Alamo CBD GENH is bound or affected, pursuant to the terms of such agreement or instrument, other than those material agreements or instruments for which Alamo CBD GENH has obtained consent for the Transactions transactions contemplated under this Agreement, or (E) conflict with, or result in or constitute a default under or breach or violation of or grounds for termination of, any license, permit or other governmental authorization to which Alamo CBD GENH is a party or by which Alamo CBD GENH may be bound, or result in the violation by Alamo CBD GENH of any laws to which Alamo CBD GENH may be subject, which would materially adversely affect the Transactions transactions contemplated herein. No authorization, consent or approval of, notice to, or filing with, any public body or governmental authority Governmental Authority or any other person is necessary or required in connection with the execution and delivery by Alamo CBD GENH of this Agreement or the performance by Alamo CBD GENH of its obligations hereunder.

Authorization; No Restrictions, Consents or Approvals. Alamo CBD BET has full power and authority to enter into and perform its obligations under this Agreement. This Agreement has been duly executed by Alamo CBD BET and constitutes the legal, valid, binding and enforceable obligation of Alamo CBDBET, enforceable against Alamo CBD BET in accordance with its terms. The execution and delivery of this Agreement and the consummation by Alamo CBD BET of the Transactions transactions contemplated hereby herein do not and will not on the Closing Date (A) conflict with or violate any of the terms of the articles of incorporation and bylaws of Alamo CBD BET or any applicable law relating to Alamo CBDBET, (B) conflict with, or result in a breach of any of the terms of, or result in the acceleration of any indebtedness or obligations under, any material agreement, obligation or instrument by which Alamo CBD BET is bound or to which any property of Alamo CBD BET is subject, or constitute a default thereunder, other than those material agreements, obligations or instruments for which Alamo CBD BET has obtained consent for the Transactions transactions contemplated under this Agreement, (C) result in the creation or imposition of any lien on any of the assets of Alamo CBDBET, (D) constitute an event permitting termination of any material agreement or instrument to which Alamo CBD BET is a party or by which any property or asset of Alamo CBD BET is bound or affected, pursuant to the terms of such agreement or instrument, other than those material agreements or instruments for which Alamo CBD BET has obtained consent for the Transactions transactions contemplated under this Agreement, or (E) conflict with, or result in or constitute a default under or breach or violation of or grounds for termination of, any license, permit or other governmental authorization to which Alamo CBD BET is a party or by which Alamo CBD BET may be bound, or result in the violation by Alamo CBD BET of any laws to which Alamo CBD BET may be subject, which would materially adversely affect the Transactions transactions contemplated herein. No authorization, consent or approval of, notice to, or filing with, any public body or governmental authority or any other person is necessary or required in connection with the execution and delivery by Alamo CBD BET of this Agreement or the performance by Alamo CBD BET of its obligations hereunder.

Authorization; No Restrictions, Consents or Approvals. Alamo CBD Tilly’s has full power and authority to enter into and perform its obligations under this Agreement. This Agreement has been duly executed by Alamo CBD Tilly’s and constitutes the legal, valid, binding and enforceable obligation of Alamo CBDTilly’s, enforceable against Alamo CBD Tilly’s in accordance with its terms. The execution and delivery of this Agreement and the consummation by Alamo CBD Tilly’s of the Transactions transactions contemplated hereby herein (including the issuance of the Tilly’s Shares in exchange for the ▇▇▇▇ Shares) do not and will not on the Closing Date (A) conflict with or violate any of the terms of the articles of incorporation and bylaws of Alamo CBD Tilly’s or any applicable law relating to Alamo CBDTilly’s, (B) conflict with, or result in a breach of any of the terms of, or result in the acceleration of any indebtedness or obligations under, any material agreement, obligation or instrument by which Alamo CBD Tilly’s is bound or to which any property of Alamo CBD Tilly’s is subject, or constitute a default thereunder, other than those material agreements, obligations or instruments for which Alamo CBD Tilly’s has obtained consent for the Transactions transactions contemplated under this Agreement, (C) result in the creation or imposition of any lien on any of the assets of Alamo CBDTilly’s, (D) constitute an event permitting termination of any material agreement or instrument to which Alamo CBD Tilly’s is a party or by which any property or asset of Alamo CBD Tilly’s is bound or affected, pursuant to the terms of such agreement or instrument, other than those material agreements or instruments for which Alamo CBD Tilly’s has obtained consent for the Transactions transactions contemplated under this Agreement, or (E) conflict with, or result in or constitute a default under or breach or violation of or grounds for termination of, any license, permit or other governmental authorization to which Alamo CBD Tilly’s is a party or by which Alamo CBD Tilly’s may be bound, or result in the violation by Alamo CBD Tilly’s of any laws to which Alamo CBD Tilly’s may be subject, which would materially adversely affect the Transactions transactions contemplated herein. No authorization, consent or approval of, notice to, or filing with, any public body or governmental authority or any other person is necessary or required in connection with the execution and delivery by Alamo CBD Tilly’s of this Agreement or the performance by Alamo CBD Tilly’s of its obligations hereunder.

Authorization; No Restrictions, Consents or Approvals. Alamo CBD The Seller has full power and authority to enter into and perform its obligations under this AgreementAgreement and the Ancillary Agreements (as defined below) and all corporate and member action necessary to authorize the execution and delivery of this Agreement and the Ancillary Agreements and the performance hereunder and thereunder has been duly taken. This Agreement has and the Ancillary Agreements have been duly executed by Alamo CBD the Seller and constitutes constitute the legal, valid, binding and enforceable obligation obligations of Alamo CBDthe Seller, enforceable against Alamo CBD the Seller in accordance with its their terms. The execution and delivery of this Agreement and the Ancillary Agreements, the sale of the Purchased Assets and the consummation by Alamo CBD the Seller of the Transactions transactions contemplated hereby herein and therein, do not and will not on the Closing Date (Ai) conflict with or violate any of the terms of the articles Articles of incorporation and bylaws Organization or the Operating Agreement of Alamo CBD the Seller or any applicable law relating to Alamo CBDlaw, (Bii) conflict with, or result in a breach of any of the terms of, or result in the acceleration of any indebtedness or obligations under, any material agreement, obligation or instrument by which Alamo CBD is bound or to which any property of Alamo CBD is subject, Contract or constitute a default thereunder, other than those material agreements, obligations or instruments for which Alamo CBD has obtained consent for the Transactions contemplated under this Agreement, (Ciii) result in the creation or imposition of any lien Lien on any of the assets of Alamo CBDPurchased Assets, (Div) constitute an event permitting termination of any material agreement or instrument to which Alamo CBD is a party or by which any property or asset of Alamo CBD is bound or affected, Contract pursuant to the terms of such agreement or instrument, other than those material agreements or instruments for which Alamo CBD has obtained consent for the Transactions contemplated under this AgreementContract, or (Ev) conflict with, or result in or constitute a default under or breach or violation of or grounds for termination of, any license, permit or other governmental authorization to which Alamo CBD the Seller is a party or by which Alamo CBD the Seller may be bound, or result in the violation by Alamo CBD the Seller of any laws law, statute, rule, regulation, judgment, writ, injunction, decree or order to which Alamo CBD the Seller or any assets of the Seller may be subject, which would materially adversely affect the Transactions transactions contemplated herein. No authorization, consent or approval of, notice to, or filing with, any public body or governmental authority or any other person is necessary or required in connection with the execution and delivery by Alamo CBD the Seller of this Agreement and the Ancillary Agreements or the performance by Alamo CBD the Seller of its obligations hereunderhereunder or thereunder.

Authorization; No Restrictions, Consents or Approvals. Alamo CBD BSKE has full power and authority to enter into and perform its obligations under this Agreement. This Agreement has been duly executed by Alamo CBD BSKE and constitutes the legal, valid, binding and enforceable obligation of Alamo CBDBSKE, enforceable against Alamo CBD BSKE in accordance with its terms. The execution and delivery of this Agreement and the consummation by Alamo CBD BSKE of the Transactions transactions contemplated hereby herein (including the issuance of the BSKE Shares in exchange for the KESB Shares) do not and will not on the Closing Date (A) conflict with or violate any of the terms of the constitution or charter or memorandum and articles of association or incorporation and bylaws documents, as applicable, of Alamo CBD BSKE or any applicable law relating to Alamo CBDBSKE, (B) conflict with, or result in a breach of any of the terms of, or result in the acceleration of any indebtedness or obligations under, any material agreement, obligation or instrument by which Alamo CBD BSKE is bound or to which any property of Alamo CBD BSKE is subject, or constitute a default thereunder, other than those material agreements, obligations or instruments for which Alamo CBD BSKE has obtained consent for the Transactions transactions contemplated under this Agreement, (C) result in the creation or imposition of any lien on any of the assets of Alamo CBDBSKE, (D) constitute an event permitting termination of any material agreement or instrument to which Alamo CBD BSKE is a party or by which any property or asset of Alamo CBD BSKE is bound or affected, pursuant to the terms of such agreement or instrument, other than those material agreements or instruments for which Alamo CBD BSKE has obtained consent for the Transactions transactions contemplated under this Agreement, or (E) conflict with, or result in or constitute a default under or breach or violation of or grounds for termination of, any license, permit or other governmental authorization to which Alamo CBD BSKE is a party or by which Alamo CBD BSKE may be bound, or result in the violation by Alamo CBD BSKE of any laws to which Alamo CBD BSKE may be subject, which would materially adversely affect the Transactions transactions contemplated herein. No authorization, consent or approval of, notice to, or filing with, any public body or governmental authority or any other person is necessary or required in connection with the execution and delivery by Alamo CBD BSKE of this Agreement or the performance by Alamo CBD BSKE of its obligations hereunder.

Authorization; No Restrictions, Consents or Approvals. Alamo CBD AUFP has full power and authority to enter into and perform its obligations under this Agreement. This Agreement has been duly executed by Alamo CBD AUFP and constitutes the legal, valid, binding and enforceable obligation of Alamo CBDAUFP, enforceable against Alamo CBD AUFP in accordance with its terms. The execution and delivery of this Agreement and the consummation by Alamo CBD AUFP of the Transactions transactions contemplated hereby herein do not and will not on the Closing Date (A) conflict with or violate any of the terms of the articles of incorporation and bylaws of Alamo CBD AUFP or any applicable law relating to Alamo CBDAUFP, (B) conflict with, or result in a breach of any of the terms of, or result in the acceleration of any indebtedness or obligations under, any material agreement, obligation or instrument by which Alamo CBD AUFP is bound or to which any property of Alamo CBD AUFP is subject, or constitute a default thereunder, other than those material agreements, obligations or instruments for which Alamo CBD AUFP has obtained consent for the Transactions transactions contemplated under this Agreement, (C) result in the creation or imposition of any lien on any of the assets of Alamo CBDAUFP, (D) constitute an event permitting termination of any material agreement or instrument to which Alamo CBD AUFP is a party or by which any property or asset of Alamo CBD AUFP is bound or affected, pursuant to the terms of such agreement or instrument, other than those material agreements or instruments for which Alamo CBD AUFP has obtained consent for the Transactions transactions contemplated under this Agreement, or (E) conflict with, or result in or constitute a default under or breach or violation of or grounds for termination of, any license, permit or other governmental authorization to which Alamo CBD AUFP is a party or by which Alamo CBD AUFP may be bound, or result in the violation by Alamo CBD AUFP of any laws to which Alamo CBD AUFP may be subject, which would materially adversely affect the Transactions transactions contemplated herein. No authorization, consent or approval of, notice to, or filing with, any public body or governmental authority or any other person is necessary or required in connection with the execution and delivery by Alamo CBD AUFP of this Agreement or the performance by Alamo CBD AUFP of its obligations hereunder.

Authorization; No Restrictions, Consents or Approvals. Alamo CBD Hainan ESG or ESG has full power and authority to enter into and perform its obligations under this Agreement. This Agreement has been duly executed by Alamo CBD Hainan ESG or ESG and constitutes the legal, valid, binding and enforceable obligation of Alamo CBDHainan ESG or ESG, enforceable against Alamo CBD Hainan ESG or ESG in accordance with its terms. The execution and delivery of this Agreement and the consummation by Alamo CBD Hainan ESG or ESG of the Transactions transactions contemplated hereby herein (including the issuance of the ESG Shares in exchange for the AUFP Shares) do not and will not on the Closing Date (A) conflict with or violate any of the terms of the articles of incorporation and bylaws of Alamo CBD ESG or any applicable law relating to Alamo CBDESG, (B) conflict with, or result in a breach of any of the terms of, or result in the acceleration of any indebtedness or obligations under, any material agreement, obligation or instrument by which Alamo CBD ESG is bound or to which any property of Alamo CBD ESG is subject, or constitute a default thereunder, other than those material agreements, obligations or instruments for which Alamo CBD ESG has obtained consent for the Transactions transactions contemplated under this Agreement, (C) result in the creation or imposition of any lien on any of the assets of Alamo CBDESG, (D) constitute an event permitting termination of any material agreement or instrument to which Alamo CBD ESG is a party or by which any property or asset of Alamo CBD ESG is bound or affected, pursuant to the terms of such agreement or instrument, other than those material agreements or instruments for which Alamo CBD ESG has obtained consent for the Transactions transactions contemplated under this Agreement, or (E) conflict with, or result in or constitute a default under or breach or violation of or grounds for termination of, any license, permit or other governmental authorization to which Alamo CBD ESG is a party or by which Alamo CBD ESG may be bound, or result in the violation by Alamo CBD ESG of any laws to which Alamo CBD ESG may be subject, which would materially adversely affect the Transactions transactions contemplated herein. No authorization, consent or approval of, notice to, or filing with, any public body or governmental authority or any other person is necessary or required in connection with the execution and delivery by Alamo CBD Hainan ESG or ESG of this Agreement or the performance by Alamo CBD Hainan ESG or ESG of its obligations hereunder.

Authorization; No Restrictions, Consents or Approvals. Alamo CBD Company and Parent each has full the corporate power and authority to enter into and perform the Transaction Documents to which it is a party to perform its obligations under this Agreementthereunder, and to consummate the transactions contemplated thereby. This Agreement All corporate action necessary to authorize the execution and delivery by Company and Parent, as applicable, of the Transaction Documents and the performance by them of their respective obligations thereunder has been duly taken. Each of the Transaction Documents to which Company or Parent is a party has been duly executed by Alamo CBD Company or Parent, as applicable, and constitutes the its legal, valid, binding and enforceable obligation of Alamo CBDobligation, enforceable against Alamo CBD it, subject to general equity principles, in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting the rights of creditors generally. The execution and delivery of this Agreement the Transaction Documents, the sale of the Transferred Assets and the consummation by Alamo CBD Company of the Transactions transactions contemplated hereby thereby, do not and will not on the Closing Date (Ai) conflict with or violate any of the terms of the articles Certificate of incorporation Incorporation and bylaws By-Laws of Alamo CBD Company or any applicable law relating to Alamo CBDParent, (Bii) conflict with, or result in a breach of any of the terms of, or result in the acceleration of any indebtedness or obligations under, any material agreement, obligation or instrument by which Alamo CBD Company or Parent is bound or to which any property of Alamo CBD Company or Parent is subject, or constitute a default thereunder, other than those material agreements, obligations or instruments for which Alamo CBD has obtained consent for the Transactions contemplated under this Agreement, (Ciii) result in the creation or imposition of any lien Lien on any of the assets of Alamo CBD, (D) constitute an event permitting termination of any material agreement or instrument to which Alamo CBD is a party or by which any property or asset of Alamo CBD is bound or affected, pursuant to the terms of such agreement or instrument, other than those material agreements or instruments for which Alamo CBD has obtained consent for the Transactions contemplated under this AgreementTransferred Assets, or (Eiv) conflict with, or result in or constitute a default under or breach or violation of or grounds for termination of, any license, permit or other governmental authorization from a Governmental Authority to which Alamo CBD Company or Parent is a party or by which Alamo CBD Company or Parent may be bound, or result in the violation by Alamo CBD Company or Parent of any laws Laws to which Alamo CBD Company or Parent or any assets of Company or Parent may be subject, which would materially adversely affect have a Material Adverse Effect on the Transactions transactions contemplated herein. No Other than the transfer of Licenses and Permits, no Governmental Authority authorization, consent or approval ofapproval, notice toorder, consent, or filing withis required, including, without limitation, any public body filings which may be required under the Laws, on the part of Company or governmental authority or any other person is necessary or required Parent in connection with the execution execution, delivery, and delivery by Alamo CBD performance of this Agreement or the performance by Alamo CBD of its obligations hereunderTransaction Documents.

Authorization; No Restrictions, Consents or Approvals. Alamo CBD The Company has full power and authority to enter into and perform its obligations under this Agreement. This Agreement has been duly executed by Alamo CBD the Company and constitutes the legal, valid, binding and enforceable obligation of Alamo CBDthe Company, enforceable against Alamo CBD the Company in accordance with its terms, except that such enforcement may be subject to (a) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors’ rights generally, and (b) general principles of equity. The Except as would not be reasonably expected to materially adversely affect the Company’s ability to perform its obligations to complete the transactions contemplated herein or otherwise have a material adverse effect on the results of operations, assets, business, prospects or condition (financial or otherwise) of the Company, the execution and delivery of this Agreement and the consummation by Alamo CBD the Company of the Transactions transactions contemplated hereby herein do not and will not on the Closing Date (A) conflict with or violate any of the terms of the articles of incorporation and bylaws of Alamo CBD the Company or any applicable law relating to Alamo CBDthe Company, (B) conflict with, or result in a breach of any of the terms of, or result in the acceleration of any indebtedness or obligations under, any material agreement, obligation or instrument by which Alamo CBD the Company is bound or to which any property of Alamo CBD the Company is subject, or constitute a default thereunder, other than those material agreements, obligations or instruments for which Alamo CBD the Company has obtained consent for the Transactions transactions contemplated under this AgreementAgreement (including, without limitation, the consent given by the Holders with respect to the Private Placement Documents in Section 1 herein), (C) result in the creation or imposition of any lien on any of the assets of Alamo CBDthe Company, (D) constitute an event permitting termination of any material agreement or instrument to which Alamo CBD the Company is a party or by which any property or asset of Alamo CBD the Company is bound or affected, pursuant to the terms of such agreement or instrument, other than those material agreements or instruments for which Alamo CBD the Company has obtained consent for the Transactions transactions contemplated under this AgreementAgreement (including, without limitation, the consent given by the Holders with respect to the Private Placement Documents in Section 1 herein) or (E) conflict with, or result in or constitute a default under or breach or violation of or grounds for termination of, any license, permit or other governmental authorization to which Alamo CBD the Company is a party or by which Alamo CBD the Company may be bound, or result in the violation by Alamo CBD the Company of any laws to which Alamo CBD the Company may be subject, which would materially adversely affect the Transactions contemplated herein. No authorization, consent or approval of, notice to, or filing with, any public body or governmental authority or any other person is necessary or required in connection with the execution and delivery by Alamo CBD the Company of this Agreement or the performance by Alamo CBD the Company of its obligations hereunder.

Authorization; No Restrictions, Consents or Approvals. Alamo CBD GENH has full power and authority to enter into and perform its obligations under this Agreement. This Agreement has been duly executed by Alamo CBD GENH and constitutes the legal, valid, binding and enforceable obligation of Alamo CBDGENH, enforceable against Alamo CBD GENH in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. The execution and delivery of this Agreement and the consummation by Alamo CBD GENH of the Transactions transactions contemplated hereby herein (including the issuance of the Exchange Securities in exchange for the Converted Company Shares) do not and will not on the Closing Date (A) conflict with or violate any of the terms of the articles certificate of incorporation and bylaws of Alamo CBD or any applicable law relating to Alamo CBDGENH, (B) conflict with, or result in a breach of any of the terms of, or result in the acceleration of any indebtedness or obligations under, any material agreement, obligation or instrument by which Alamo CBD GENH is bound or to which any property of Alamo CBD GENH is subject, or constitute a default thereunder, other than those material agreements, obligations or instruments for which Alamo CBD GENH has obtained consent for the Transactions transactions contemplated under this Agreement, (C) result in the creation or imposition of any lien Lien on any of the assets of Alamo CBDGENH, (D) constitute an event permitting termination of any material agreement or instrument to which Alamo CBD GENH is a party or by which any property or asset of Alamo CBD GENH is bound or affected, pursuant to the terms of such agreement or instrument, other than those material agreements or instruments for which Alamo CBD GENH has obtained consent for the Transactions transactions contemplated under this Agreement, or (E) conflict with, or result in or constitute a default under or breach or violation of or grounds for termination of, any license, permit or other governmental authorization to which Alamo CBD GENH is a party or by which Alamo CBD GENH may be bound, or result in the violation by Alamo CBD GENH of any laws to which Alamo CBD GENH may be subject, which would materially adversely affect the Transactions transactions contemplated herein. No authorization, consent or approval of, notice to, or filing with, any public body or governmental authority Governmental Authority or any other person is necessary or required in connection with the execution and delivery by Alamo CBD GENH of this Agreement or the performance by Alamo CBD GENH of its obligations hereunder.

Authorization; No Restrictions, Consents or Approvals. Alamo CBD TransparentBusiness has full power and authority to enter into and perform its obligations under this Agreement. This Agreement has been duly executed by Alamo CBD TransparentBusiness and constitutes the legal, valid, binding and enforceable obligation of Alamo CBDTransparentBusiness, enforceable against Alamo CBD TransparentBusiness in accordance with its terms. The execution and delivery of this Agreement and the consummation by Alamo CBD TransparentBusiness of the Transactions transactions contemplated hereby herein (including the issuance of the TransparentBusiness Shares in exchange for the Company Shares) do not and will not on the Closing Date (A) conflict with or violate any of the terms of the articles of incorporation and bylaws of Alamo CBD TransparentBusiness or any applicable law relating to Alamo CBDTransparentBusiness, (B) conflict with, or result in a breach of any of the terms of, or result in the acceleration of any indebtedness or obligations under, any material agreement, obligation or instrument by which Alamo CBD TransparentBusiness is bound or to which any property of Alamo CBD TransparentBusiness is subject, or constitute a default thereunder, other than those material agreements, obligations or instruments for which Alamo CBD TransparentBusiness has obtained consent for the Transactions transactions contemplated under this Agreement, (C) result in the creation or imposition of any lien on any of the assets of Alamo CBDTransparentBusiness, (D) constitute an event permitting termination of any material agreement or instrument to which Alamo CBD TransparentBusiness is a party or by which any property or asset of Alamo CBD TransparentBusiness is bound or affected, pursuant to the terms of such agreement or instrument, other than those material agreements or instruments for which Alamo CBD TransparentBusiness has obtained consent for the Transactions transactions contemplated under this Agreement, or (E) conflict with, or result in or constitute a default under or breach or violation of or grounds for termination of, any license, permit or other governmental authorization to which Alamo CBD TransparentBusiness is a party or by which Alamo CBD TransparentBusiness may be bound, or result in the violation by Alamo CBD TransparentBusiness of any laws to which Alamo CBD TransparentBusiness may be subject, which would materially adversely affect the Transactions transactions contemplated herein. No authorization, consent or approval of, notice to, or filing with, any public body or governmental authority or any other person is necessary or required in connection with the execution and delivery by Alamo CBD TransparentBusiness of this Agreement or the performance by Alamo CBD TransparentBusiness of its obligations hereunder.

Authorization; No Restrictions, Consents or Approvals. Alamo CBD Clyra has full power and authority to enter into and perform its obligations under this Agreement. This Agreement has been duly executed by Alamo CBD Clyra and constitutes the legal, valid, binding and enforceable obligation of Alamo CBDClyra, enforceable against Alamo CBD Clyra in accordance with its terms. The execution and delivery of this Agreement and the consummation by Alamo CBD Clyra of the Transactions transactions contemplated hereby herein do not and will not on the Closing Date (A) conflict with or violate any of the terms of the articles of incorporation and bylaws of Alamo CBD Clyra or any applicable law relating to Alamo CBDClyra, (B) conflict with, or result in a breach of any of the terms of, or result in the acceleration of any indebtedness or obligations under, any material agreement, obligation or instrument by which Alamo CBD Clyra is bound or to which any property of Alamo CBD Clyra is subject, or constitute a default thereunder, other than those material agreements, obligations or instruments for which Alamo CBD Clyra has obtained consent for the Transactions transactions contemplated under this Agreement, (C) result in the creation or imposition of any lien on any of the assets of Alamo CBDClyra, (D) constitute an event permitting termination of any material agreement or instrument to which Alamo CBD Clyra is a party or by which any property or asset of Alamo CBD Clyra is bound or affected, pursuant to the terms of such agreement or instrument, other than those material agreements or instruments for which Alamo CBD Clyra has obtained consent for the Transactions transactions contemplated under this Agreement, or (E) conflict with, or result in or constitute a default under or breach or violation of or grounds for termination of, any license, permit or other governmental authorization to which Alamo CBD Clyra is a party or by which Alamo CBD Clyra may be bound, or result in the violation by Alamo CBD Clyra of any laws to which Alamo CBD Clyra may be subject, which would materially adversely affect the Transactions transactions contemplated herein. No authorization, consent or approval of, notice to, or filing with, any public body or governmental authority or any other person is necessary or required in connection with the execution and delivery by Alamo CBD Clyra of this Agreement or the performance by Alamo CBD Clyra of its obligations hereunder.

Authorization; No Restrictions, Consents or Approvals. Alamo CBD Each of Buyer and Parent has full power and authority to enter into and perform the Transaction Documents to which it is a party, and has taken all necessary corporate action to authorize the execution and delivery of the Transaction Documents to which it is a party and the performance by it of its respective obligations under this Agreementhereunder and thereunder. This Agreement has Each of the Transaction Documents to which Buyer or Parent is a party have each been duly executed by Alamo CBD Buyer or Parent, as applicable, and constitutes the legal, valid, binding and enforceable obligation of Alamo CBDBuyer or Parent is applicable, enforceable against Alamo CBD Buyer and Parent, subject to general equity principles, in accordance with its their respective terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting the rights of creditors generally. The execution and delivery of this Agreement the Transaction Documents, the delivery of the Shares and the consummation by Alamo CBD Buyer and Parent of the Transactions transactions contemplated hereby herein do not and will not on the Closing Date (Ai) conflict with or violate any of the terms of the articles Certificate of incorporation Incorporation and bylaws By-Laws of Alamo CBD Buyer or any applicable law relating to Alamo CBDParent, (Bii) conflict with, or result in a breach of any of the terms of, or result in the acceleration of any indebtedness or obligations under, any material agreement, obligation or instrument by which Alamo CBD Buyer or Parent is bound or to which any property of Alamo CBD Buyer is subject, or constitute a default thereunder, other than those material agreements, obligations or instruments for which Alamo CBD has obtained consent for the Transactions contemplated under this Agreement, (C) result in the creation or imposition of any lien on any of the assets of Alamo CBD, (D) constitute an event permitting termination of any material agreement or instrument to which Alamo CBD is a party or by which any property or asset of Alamo CBD is bound or affected, pursuant to the terms of such agreement or instrument, other than those material agreements or instruments for which Alamo CBD has obtained consent for the Transactions contemplated under this Agreement, or (Eiii) conflict with, or result in or constitute a default under or breach or violation of or grounds for termination of, any material license, permit or other governmental authorization from a Governmental Authority to which Alamo CBD Buyer or Parent is a party or by which Alamo CBD Buyer or Parent may be bound, or result in the violation by Alamo CBD Buyer or Parent of any laws Laws to which Alamo CBD Buyer or Parent may be subject, in each case, which would materially adversely affect have a material adverse effect on the Transactions transactions contemplated herein, other than pursuant to applicable Securities Laws. No governmental or regulatory authorization, consent or approval ofapproval, notice toorder, consent, or filing withis required, including, without limitation, any public body filings which may be required under the Laws, on the part of Buyer or governmental authority or any other person is necessary or required Parent in connection with the execution execution, delivery, and delivery by Alamo CBD performance of this Agreement or the performance by Alamo CBD of its obligations hereunderTransaction Documents.

Authorization; No Restrictions, Consents or Approvals. Alamo CBD KESB has full power and authority to enter into and perform its obligations under this Agreement. This Agreement has been duly executed by Alamo CBD KESB and constitutes the legal, valid, binding and enforceable obligation of Alamo CBDKESB, enforceable against Alamo CBD KESB in accordance with its terms. The execution and delivery of this Agreement and the consummation by Alamo CBD KESB of the Transactions transactions contemplated hereby herein do not and will not on the Closing Date (A) conflict with or violate any of the terms of the constitution or charter or memorandum and articles of association or incorporation and bylaws documents, as applicable, of Alamo CBD KESB or any applicable law relating to Alamo CBDKESB, (B) conflict with, or result in a breach of any of the terms of, or result in the acceleration of any indebtedness or obligations under, any material agreement, obligation or instrument by which Alamo CBD KESB is bound or to which any property of Alamo CBD KESB is subject, or constitute a default thereunder, other than those material agreements, obligations or instruments for which Alamo CBD KESB has obtained consent for the Transactions transactions contemplated under this Agreement, (C) result in the creation or imposition of any lien on any of the assets of Alamo CBDKESB, (D) constitute an event permitting termination of any material agreement or instrument to which Alamo CBD KESB is a party or by which any property or asset of Alamo CBD KESB is bound or affected, pursuant to the terms of such agreement or instrument, other than those material agreements or instruments for which Alamo CBD KESB has obtained consent for the Transactions transactions contemplated under this Agreement, or (E) conflict with, or result in or constitute a default under or breach or violation of or grounds for termination of, any license, permit or other governmental authorization to which Alamo CBD KESB is a party or by which Alamo CBD KESB may be bound, or result in the violation by Alamo CBD KESB of any laws to which Alamo CBD KESB may be subject, which would materially adversely affect the Transactions transactions contemplated herein. No authorization, consent or approval of, notice to, or filing with, any public body or governmental authority or any other person is necessary or required in connection with the execution and delivery by Alamo CBD KESB of this Agreement or the performance by Alamo CBD KESB of its obligations hereunder.

Authorization; No Restrictions, Consents or Approvals. Alamo CBD has The Parties have full power and authority to enter into and perform its their obligations under this Agreement. This Agreement has been duly executed by Alamo CBD the Parties and constitutes the legal, valid, binding and enforceable obligation of Alamo CBDthe Parties, enforceable against Alamo CBD the Parties in accordance with its terms. The execution and delivery of this Agreement and the consummation by Alamo CBD the Parties of the Transactions contemplated hereby do not and will not on the Closing Date (A) conflict with or violate any of the terms of the articles of incorporation and bylaws of Alamo CBD the Parties or any applicable law relating to Alamo CBDthe Parties, (B) conflict with, or result in a breach of any of the terms of, or result in the acceleration of any indebtedness or obligations under, any material agreement, obligation or instrument by which Alamo CBD is the Parties are bound or to which any property of Alamo CBD the Parties is subject, or constitute a default thereunder, other than those material agreements, obligations or instruments for which Alamo CBD has the Parties have obtained consent for the Transactions contemplated under this Agreement, (C) result in the creation or imposition of any lien on any of the assets of Alamo CBDthe Parties, (D) constitute an event permitting termination of any material agreement or instrument to which Alamo CBD is the Parties are a party or by which any property or asset of Alamo CBD the Parties is bound or affected, pursuant to the terms of such agreement or instrument, other than those material agreements or instruments for which Alamo CBD has the Parties have obtained consent for the Transactions contemplated under this Agreement, or (E) conflict with, or result in or constitute a default under or breach or violation of or grounds for termination of, any license, permit or other governmental authorization to which Alamo CBD is the Parties are a party or by which Alamo CBD the Parties may be bound, or result in the violation by Alamo CBD the Parties of any laws to which Alamo CBD the Parties may be subject, which would materially adversely affect the Transactions contemplated herein. No authorization, consent or approval of, notice to, or filing with, any public body or governmental authority or any other person is necessary or required in connection with the execution and delivery by Alamo CBD the Parties of this Agreement or the performance by Alamo CBD the Parties of its their obligations hereunder.

Authorization; No Restrictions, Consents or Approvals. Alamo CBD INVO has full power and authority to enter into and perform its obligations under this Agreement. This Agreement has been duly executed by Alamo CBD INVO and constitutes the legal, valid, binding binding, and enforceable obligation of Alamo CBDINVO, enforceable against Alamo CBD INVO in accordance with its terms. The execution and delivery of this Agreement and the consummation by Alamo CBD INVO of the Transactions transactions contemplated hereby herein (including the issuance of INVO Shares in exchange for the NAYA Shares) do not and will not on the Closing Date (A) conflict with or violate any of the terms of the articles Amended and Restated Articles of incorporation Incorporation and bylaws By-Laws of Alamo CBD INVO or any applicable law relating to Alamo CBDINVO, (B) conflict with, or result in a breach of any of the terms of, or result in the acceleration of any indebtedness or obligations under, any material agreement, obligation or instrument by which Alamo CBD INVO is bound or to which any property of Alamo CBD INVO is subject, or constitute a default thereunder, other than those material agreements, obligations or instruments for which Alamo CBD INVO has obtained consent for the Transactions transactions contemplated under this Agreement, (C) result in the creation or imposition of any lien on any of the assets of Alamo CBDINVO, (D) constitute an event permitting termination of any material agreement or instrument to which Alamo CBD INVO is a party or by which any property or asset of Alamo CBD INVO is bound or affected, pursuant to the terms of such agreement or instrument, other than those material agreements or instruments for which Alamo CBD INVO has obtained consent for the Transactions transactions contemplated under this Agreement, or (E) conflict with, or result in or constitute a default under or breach or violation of or grounds for termination of, any license, permit or other governmental authorization to which Alamo CBD INVO is a party or by which Alamo CBD INVO may be bound, or result in the violation by Alamo CBD INVO of any laws to which Alamo CBD INVO may be subject, which would materially adversely affect the Transactions transactions contemplated herein. No authorization, consent or approval of, notice to, or filing with, any public body or governmental authority or any other person is necessary or required in connection with the execution and delivery by Alamo CBD INVO of this Agreement or the performance by Alamo CBD INVO of its obligations hereunder.

Authorization; No Restrictions, Consents or Approvals. Alamo CBD has The Parent and TSA have full power and authority to enter into and perform this Agreement, and each has taken all necessary corporate action to authorize the execution and delivery of this Agreement and the performance by Buyer of its obligations under this Agreementhereunder except that the Parent's stockholders must approve the sale of 100% of the common stock or Assets of TSA. This Agreement has been duly executed by Alamo CBD the Parent and TSA and, subject to the Parent's stockholders' approval, constitutes the legal, valid, and binding and enforceable obligation of Alamo CBDthe Parent and TSA, enforceable against Alamo CBD each in accordance with its termsterms subject to the qualification that the enforcement of certain rights and remedies contained in this Agreement may be limited or affected by applicable bankruptcy, insolvency, reorganization, arrangement, moratorium or other federal or state laws relating to or affecting creditors rights and remedies and by general principles of equity including the discretion of courts regardless of whether arising in an action of law or equity. The execution and delivery of this Agreement Agreement, the sale of 20% of the TSA common stock and the Assets and the consummation by Alamo CBD the Parent and TSA of the Transactions transactions contemplated hereby herein or hereby, do not and will not on the Closing Date (A) conflict with or violate any of the terms of the articles Certificate of incorporation Incorporation of the Parent, the Articles of Incorporation of TSA and bylaws the By-Laws of Alamo CBD the Parent or TSA or any applicable law Law relating to Alamo CBD, (B) either; conflict with, or result in a breach of any of the terms of, or result in the acceleration of any indebtedness or obligations under, any material agreement, obligation obligation, or instrument by which Alamo CBD the Parent or TSA is bound or to which any property of Alamo CBD TSA is subject, or constitute a default thereunder, other than those material agreements, obligations or instruments for which Alamo CBD has obtained consent for the Transactions contemplated under this Agreement, (C) result in the creation or imposition of any lien on any of the assets of Alamo CBD, (D) constitute an event permitting termination of any material agreement or instrument to which Alamo CBD is a party or by which any property or asset of Alamo CBD is bound or affected, pursuant to the terms of such agreement or instrument, other than those material agreements or instruments for which Alamo CBD has obtained consent for the Transactions contemplated under this Agreement, or (E) conflict with, or result in or constitute a default under or breach or violation of or grounds for termination of, any license, permit or other governmental authorization to which Alamo CBD is a party or by which Alamo CBD may be bound, ; or result in the violation by Alamo CBD the Parent or TSA of any laws Laws to which Alamo CBD the Parent or TSA or any Assets of the Parent or TSA may be subject, subject which would materially adversely affect the Transactions transaction contemplated herein. No Except as set forth in Schedule 6.1(b), no material authorization, consent consent, or approval of, notice to, or filing with, of any public body or governmental authority or any other person is necessary or required in connection with the execution and delivery by Alamo CBD the Parent and TSA of this Agreement or the performance by Alamo CBD the Parent and TSA's of its their obligations hereunder.

Authorization; No Restrictions, Consents or Approvals. Alamo CBD Seller has full the corporate power and authority to enter into and perform the Transaction Documents to which it is a party, to perform its obligations under this Agreementthereunder and to consummate the transactions contemplated thereby. This Agreement All corporate action, including any required shareholder approval, necessary to authorize the execution and delivery by Seller of the Transaction Documents and the performance by Seller of its obligations thereunder has been duly taken. Each of the Transaction Documents to which Seller is a party has been duly executed by Alamo CBD Seller and constitutes the its legal, valid, binding and enforceable obligation of Alamo CBDobligation, enforceable against Alamo CBD it, subject to general equity principles, in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting the rights of creditors generally. The Except as set forth in Section 3.1(b) of the Seller Disclosure Memorandum, the execution and delivery of this Agreement the Transaction Documents, the sale of the Transferred Assets and the consummation by Alamo CBD Seller of the Transactions transactions contemplated hereby thereby do not and will shall not on the Closing Date (Ai) conflict with or violate any of the terms of the articles Certificate of incorporation Incorporation and bylaws By-Laws of Alamo CBD or any applicable law relating to Alamo CBDSeller, (Bii) conflict with, or result in a breach of any of the terms of, or result in the acceleration of any indebtedness or obligations under, any material agreement, obligation or instrument by which Alamo CBD Seller is bound or to which any property of Alamo CBD Seller is subject, or, with or without the passage time or the giving of notice, or both, constitute a default thereunder, other than those material agreements, obligations or instruments for which Alamo CBD has obtained consent for the Transactions contemplated under this Agreement, (Ciii) result in the creation or imposition of any lien Lien on any of the assets of Alamo CBD, (D) constitute an event permitting termination of any material agreement or instrument to which Alamo CBD is a party or by which any property or asset of Alamo CBD is bound or affected, pursuant to the terms of such agreement or instrument, other than those material agreements or instruments for which Alamo CBD has obtained consent for the Transactions contemplated under this AgreementTransferred Assets, or (Eiv) conflict with, or result results in or constitute a default under or breach or violation of or grounds for termination of, any license, permit or other governmental authorization to which Alamo CBD is a party or by which Alamo CBD may be bound, License and Permit or result in the violation by Alamo CBD Seller of any laws Laws to which Alamo CBD Seller or any assets of Seller may be subject. Other than the transfer of Licenses and Permits, which would materially adversely affect the Transactions contemplated herein. No no Governmental Authority authorization, consent or approval ofapproval, notice toorder, consent, or filing withis required, including, without limitation, any public body or governmental authority or any other person is necessary or filings which may be required under the Laws, on the part of Seller in connection with the execution execution, delivery, and delivery by Alamo CBD performance of this Agreement or the performance by Alamo CBD of its obligations hereunderTransaction Documents.